LSC COMMUNICATIONS, INC. (NYSE:LKSD) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
The information in Item 1.01 with respect to the registration rights agreement described below is incorporated into this Item 1.01 by reference.
| Item 1.01. | Unregistered Sale of Equity Securities |
On July28, 2017, LSC Communications, Inc. (the “Company”),acquired Fairrington Transportation Corp., F.T.C. Transport, Inc. and F.T.C. Services, Inc. (collectively, the “Fairrington Entities”) to an Agreement and Plan of Merger, dated as of July28, 2017 (the “Merger Agreement”), among the Company, Fairrington, LLC, a wholly-owned subsidiary of the Company, Dispatch Merger Sub 1, Inc., a wholly-owned subsidiary of the Company, Dispatch Merger Sub 2, a wholly-owned subsidiary of the Company, the Fairrington Entities and the Victor G. Warren Revocable Trust dated July14, 1993 (the “Acquisition”). The consideration paid by the Company to the terms of the Merger Agreement consisted of an amount in cash (as adjusted for customary purchase price adjustments, including outstanding indebtedness, working capital and transaction expenses) and 964,319 shares of common stock, $0.01 par value per share, of the Company.
The stock portion of the consideration was issued to an exemption from registration under Section4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and was not registered under any state securities laws. The Company relied on representations to support such exemption, including with respect to each of the shareholder’s status as an “accredited investor” (as defined by Rule 501 under the Securities Act), their acquisition of the shares of Company common stock for purposes of investment and not resale, and their ability to bear the entire loss of their investment.
In connection with the issuance of common stock in the Acquisition, the Company entered into a registration rights agreement providing, among other things, that the Company would in good faith use commercially reasonable efforts to register the shares of common stock so issued within 30 days after the Company becomes eligible to register shares on a Form S-3 Registration Statement, subject to certain exceptions.
About LSC COMMUNICATIONS, INC. (NYSE:LKSD)
LSC Communications, Inc. focuses on traditional and digital print, print-related services and office products. The Company’s segments are Print and Office Products. The Company, through its Print segment, provides a range of print product offerings, which include magazines, catalogs, retail inserts, books and directories. In addition to printed products, the Company also provides a number of print-related services, such as supply chain management, mail services, e-book formatting and distribution services. Its Print segment services over 3,000 customers, including publishers of magazines, books and directories, online retailers, catalogers, mass merchandisers and contract stationers. In its Office Products segment, the Company manufactures and sells a range of branded and private label products, primarily within the core categories, including filing products; note-taking products; binder products; tax and stock forms, and envelopes.