8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2019

Quad/Graphics, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin	001-34806	39-1152983
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

N61 W23044 Harry’s Way, Sussex, Wisconsin 53089-3995

(Address of principal executive offices, including zip code)

(414) 566-6000

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR §230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR §240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR §240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR §240.13e-4(c))

Securities registered pursuant to 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.025 per share	QUAD	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.02. Termination of a Material Definitive Agreement

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”). Pursuant 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.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits. The exhibit listed in the exhibit index below is being filed herewith:

EXHIBIT INDEX

Exhibit Number
(2)	Agreement, dated as of July 22, 2019, between Quad/Graphics, Inc. and LSC Communications, Inc.

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	July 23, 2019
		QUAD/GRAPHICS, INC.
		By:	/s/ Jennifer J. Kent
			Jennifer J. Kent
			Executive Vice President of Administration, General Counsel and Secretary

-3-

EX-2

Exhibit 2

Quad/Graphics, Inc.

N61 W23044 Harry’s Way

Sussex, Wisconsin 53089-3995

Via Electronic Mail and FedEx

July 22, 2019

LSC Communications, Inc.

191 N. Wacker Drive, Suite 1400

Chicago, Illinois 60606

Attention: Suzanne S. Bettman

Email: sue.bettman@lsccom.com

Ladies and Gentlemen:

Reference is made to that certain Agreement and Plan of Merger, dated as of October 30, 2018 (the “Merger Agreement”), by and among Quad/Graphics, Inc., a Wisconsin corporation (“Quad”), QLC Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Quad, and LSC Communications, Inc., a Delaware corporation (“LSC”). Each of Quad and LSC is a “Party” and, collectively, the “Parties.” This letter agreement constitutes the mutual written consent of Quad and LSC, by action of their respective board of directors, to terminate the Merger Agreement effective as of the date hereof. Any capitalized terms used herein but not defined shall have the respective meanings ascribed to such terms in the Merger Agreement.

Quad and LSC hereby agree that the termination of the Merger Agreement pursuant to this letter agreement shall have the same effect as a termination pursuant to Section 8.1(f) of the Merger Agreement at the time of which termination the conditions set forth in Sections 7.1(b) or 7.1(d) of the Merger Agreement shall not have been satisfied.

Therefore, in accordance with Section 8.4(a) of the Merger Agreement, Quad shall pay to LSC, on the business day following the date of this letter agreement, a fee in an amount equal to $45,000,000 (the “Termination Fee”) by wire transfer of immediately available federal funds, free of costs and charges, to an account designated in writing by the Company concurrently with termination of the Merger Agreement.

Section 9.5 of the Merger Agreement shall apply to this letter agreement and any action or proceeding in respect of any claim arising out of, related to or arising under this letter agreement.

Except for the indemnity obligations of Parent pursuant to the second sentence of Section 6.12(c) and Quad’s obligation to pay the Termination Fee pursuant to this letter agreement, effective from and after the termination of the Merger Agreement as provided for above, each of Quad and LSC, for themselves and on behalf of their respective Affiliates, successors and assigns (each, a “Releasor”) acknowledge and agree that, except as otherwise provided in this letter agreement, each such Releasor hereby fully, finally, irrevocably and unconditionally (a) waives, releases and discharges the other Party and its Affiliates, successors and assigns, and each of their respective current and former directors, managers, officers, employees, agents, representatives, direct or indirect equityholders, heirs, executors, and administrators (collectively, the “Releasees”), from any and all claims, counterclaims, demands, proceedings, actions, causes of action, orders, obligations, damages, debts, costs, expenses and other liabilities whatsoever and howsoever arising, whether known or unknown, suspected or unsuspected, contingent or actual, both at law and in equity, which such Releasor now has, has ever had or may hereafter claim to have or against any Releasee or its assets, liabilities or operations pursuant to, in connection with or arising out of the Merger Agreement, including, without limitation, the representations, warranties and covenants in the Merger Agreement and the transactions provided for in the Merger Agreement (collectively, “Released Claims”); and (b) agrees not to assert or institute any proceeding with respect to any Released Claim.  Each of the Releasees shall be an intended third-party beneficiary of the release contained in this paragraph and shall be entitled to enforce the release provisions of this letter agreement to the same extent that such person could enforce such provisions if such person were a party hereto.

This letter agreement shall be binding upon, and inure to the benefit of, the Parties hereto and their respective successors, legal representatives and permitted assigns. This letter agreement may be executed in any number of counterparts, each such counterpart (including any facsimile or electronic document transmission of such counterpart) being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

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Very truly yours,
QUAD/GRAPHICS, INC.
a Wisconsin corporation
By:	/s/ J. Joel Quadracci
	Name:	J. Joel Quadracci
	Title:	Chairman, President and Chief Executive Officer

[Signature Page to Letter Agreement]

Accepted and agreed to as of the date first written above:
LSC COMMUNICATIONS, INC.
a Delaware corporation
By:	/s/ Thomas J. Quinlan III
	Name:	Thomas J. Quinlan III
	Title:	Chairman, Chief Executive Officer and President

cc:
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Attention:	Audra D. Cohen
Email:	cohena@sullcrom.com
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Attention:	Patrick G. Quick
	Russell E. Ryba
Email:	pgquick@foley.com
	rryba@foley.com

[Signature Page to Letter Agreement]