As previously disclosed, on October 30, 2018, Quad/Graphics, Inc. (“Quad”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with LSC Communications, Inc. (“LSC”) and QLC Merger Sub, Inc. which provided that, subject to the terms and conditions therein, Quad would acquire LSC in an all-stock transaction.

On July 22, 2019, Quad and LSC entered into an agreement to mutually terminate the Merger Agreement (the “Agreement”). to the terms of the Merger Agreement, Quad will pay LSC a reverse termination fee of $45 million. In addition, except for certain obligations of Quad to indemnify LSC for certain costs, expenses and/or damages arising from the financing of the transactions contemplated by the Merger Agreement and Quad’s obligation to pay the reverse termination fee, Quad and LSC have agreed to mutually release one another from all claims arising out of or in connection with the Merger Agreement.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 2 and incorporated herein by reference.

EXHIBIT INDEX

Quad/Graphics, Inc. Exhibit
EX-2 2 exhibit2-quadandlsctermina.htm MERGER TERMINATION AGREEMENT Exhibit Exhibit 2Quad/Graphics,…
To view the full exhibit click here

About Quad/Graphics, Inc. (NYSE:QUAD)

Quad/Graphics, Inc. is a print and marketing services provider. The Company’s operating segments are the United States Print and Related Services, and International. The Company operates primarily in the commercial print portion of the printing industry as a printer of retail inserts, publications, catalogs, journals, direct mail, books, directories, in-store marketing and promotion, packaging, newspapers, custom print products, other commercial and specialty printed products and global paper procurement. The United States Print and Related Services segment consists of the Company’s United States printing operations and is managed as one integrated platform. The International segment consists of the Company’s printing operations in Europe and Latin America, including England, France, Germany, Poland, Argentina, Colombia, Mexico and Peru, as well as strategic investments in printing operations in Brazil and India. It also provides complementary service offerings for its customers.