As previously disclosed, on October 30, 2018, LSC Communications, Inc., a Delaware corporation (the
Company
), entered into an Agreement
and Plan of Merger (the
Merger Agreement
) with Quad/Graphics, Inc., a Wisconsin corporation (
Parent
), and QLC Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent
(
Merger Sub
). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the
Merger
), with the Company continuing as the surviving corporation.
The Company and Parent filed notification and report forms in connection with the transactions contemplated by the Merger Agreement with the U.S. Department
of Justice (the
DOJ
) and the U.S. Federal Trade Commission pursuant to the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the
HSR Act
) on November 13, 2018. On December 13, 2018, the
Company and Parent each received a request for additional information and documentary material (the
Second Request
) from the DOJ in connection with the DOJs review of the transactions contemplated by the Merger Agreement.
Issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both the Company and Parent have substantially complied
with the Second Request or such later time as the parties may agree with the DOJ, unless the waiting period is terminated earlier by the DOJ. The Company continues to expect the Merger to be consummated in
mid-2019.
Consummation of the Merger remains subject to the adoption of the Merger Agreement by the Company
stockholders, the approval by Parent shareholders of the issuance of Parent shares as contemplated by the Merger Agreement, the expiration of the waiting period under the HSR Act and other required regulatory approvals, and the satisfaction or
waiver of the other closing conditions specified in the Merger Agreement.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of federal securities laws regarding the Company. These forward-looking statements
relate to, among other things, the proposed transaction between the Company and Parent and include expectations, estimates and projections concerning the business and operations, strategic initiatives and value creation plans of the Company. In
accordance with safe harbor provisions of the Private Securities Litigation Reform Act of 1995, these statements may include, or be preceded or followed by, the words anticipates, estimates, expects,
projects, forecasts, intends, plans, continues, believes, may, will, goals or variations of such words and similar expressions. Examples of
forward-looking statements include, but are not limited to, statements, beliefs and expectations regarding our business strategies, market potential, future financial performance, dividends, costs to be incurred in connection with the separation,
results of pending legal matters, our goodwill and other intangible assets, price volatility and cost environment, our liquidity, our funding sources, expected pension contributions, capital expenditures and funding, our financial covenants,
repayments of debt,
off-balance
sheet arrangements and contractual obligations, our accounting policies, general views about future operating results and other events or developments that we expect or
anticipate will occur in the future. These forward-looking statements are subject to a number of important factors, including those factors disclosed in Item 1A Risk Factors in Part I in the Companys annual report on Form
10-K
for the year ended December 31, 2017, as filed with the SEC on February 22, 2018, that could cause our actual results to differ materially from those indicated in any such forward-looking statements.
Additional factors include, but are not limited to: (1) the ability to complete the proposed transaction between the Company and Parent on the anticipated terms and timetable; (2) the ability to obtain approval by the stockholders of the
Company and shareholders of Parent related to the proposed transaction and the ability to satisfy various other conditions to the closing of the proposed transaction contemplated by the merger agreement; (3) the ability to obtain governmental
approvals of the proposed transaction on the proposed terms and schedule, and any conditions imposed on the combined entities in connection with consummation of the proposed transaction; (4) the risk that the cost savings and any other
synergies from the proposed transaction may not be fully realized or may take longer to realize than expected; (5) disruption from the proposed transaction making it more difficult to maintain relationships with customers, employees or
suppliers; (6) the competitive market for our products and industry fragmentation affecting our prices; (7) inability to improve operating efficiency to meet changing market conditions; (8) changes in technology, including electronic
substitution and migration of paper based documents to digital data formats; (9) the volatility and disruption of the capital and credit markets, and adverse changes in the global economy; (10) the effects of global market and economic
conditions on our customers; (11) the effect of economic weakness and constrained advertising; (12) uncertainty about future economic conditions; (13) increased competition as a result of consolidation among our competitors;
(14) our ability to successfully integrate recent and future acquisitions; (15) factors that affect customer demand, including changes in postal rates, postal regulations, delivery systems and service levels, changes in advertising markets
and customers budgetary constraints; (16) vulnerability to adverse events as a result of becoming a stand-alone company after separation from R. R. Donnelley & Sons Company (
RRD
), including the inability to
obtain as favorable of terms from third-party vendors; (17) our ability to access debt and the capital markets due to adverse credit market conditions; (18) the effects of seasonality on our core businesses; (19) the effects of
increases in capital expenditures; (20) changes in the availability or costs of key materials (such as paper, ink, energy, and other raw materials) or in prices received for the sale of
by-products;
(21) performance issues with key suppliers; (22) our ability to maintain our brands