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): March 22, 2017
LSC COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-37729 | 36-4829580 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 191 North Wacker Drive, Chicago, Illinois |
60606 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(773) 272-9200
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01. | Regulation FD Disclosure. |
On March 22, 2017, LSC Communications, Inc. (the “Company”) issued a press release announcing the pricing of the previously-announced offering of 6,242,802 shares of its common stock at a public offering price of $20.25 per share. The shares have been offered by R. R. Donnelley & Sons Company, a stockholder of the Company. The Company has also granted the underwriters a 30-day option to purchase up to an additional 936,420 shares of the Company’s common stock at the public offering price, less underwriting discounts and commissions. A registration statement on Form S-1 relating to the Company’s common stock (File No. 333-216517) has been filed with, and declared effective by, the Securities and Exchange Commission. The Company will not receive any of the proceeds from the sale of the shares by the selling stockholder. The offering is expected to close on March 28, 2017, subject to customary closing conditions.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Form 8-K is being furnished pursuant to Item 7.01, and the information contained herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities under that Section.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press release of LSC Communications, Inc. dated March 22, 2017 announcing the pricing of the secondary common stock offering. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.
| LSC COMMUNICATIONS, INC. | ||||||
| Date: March 22, 2017 | By: | /s/ Suzanne S. Bettman | ||||
| Name: | Suzanne S. Bettman | |||||
| Title: | Secretary; Chief Compliance Officer; General Counsel | |||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release of LSC Communications, Inc. dated March 22, 2017 announcing the pricing of the secondary common stock offering. | |
Exhibit 99.1
LSC Communications, Inc. Announces Pricing of Secondary Common Stock Offering
CHICAGO, March 22, 2017 (BUSINESS WIRE) – LSC Communications, Inc. (NYSE: LKSD) (the “Company” or “LSC”) announced today the pricing of the offering of 6,242,802 shares of its common stock at a public offering price of $20.25 per share. The shares have been offered by R. R. Donnelley & Sons Company (“RRD”), a stockholder of the Company. The selling stockholder will receive all of the net proceeds from the sale of these shares.
In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 936,420 shares of the Company’s common stock at the public offering price, less underwriting discounts and commissions. The Company intends to use the net proceeds from the sale of any additional shares for general corporate purposes.
The offering is expected to close on March 28, 2017, subject to customary closing conditions. Upon completion of the offering, RRD will retain no shares of the Company’s common stock.
Citigroup, BofA Merrill Lynch, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC acted as the joint book-running managers and underwriters for the proposed offering.
A registration statement relating to the Company’s common stock has been filed with, and declared effective by, the Securities and Exchange Commission. The offering has been made only by means of a prospectus. Copies of the final prospectus relating to this offering, when available, may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 1-800-831-9146; BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC, 28255-0001 Attention: Prospectus Department, email: dg.prospectus_requests@baml.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 1-866-803-9204; and Wells Fargo Securities, LLC, 375 Park Avenue, New York, NY, Attention: Equity Syndicate Department, or by telephone at 1-800-326-5897 or email a request to cmclientsupport@wellsfargo.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About LSC Communications
LSC Communications (NYSE: LKSD) is a global leader in traditional and digital print, print-related services and office products that serves the needs of publishers, merchandisers and retailers. The Company’s service offering includes e-services, warehousing and fulfillment and supply chain management. LSC utilizes a broad portfolio of technology capabilities coupled with consultative attention to clients’ needs to increase speed to market, reduce costs, provide postal savings to clients and improve efficiencies. Strategically located operations provide local service and responsiveness while leveraging the economic, geographic and technological advantages of an international organization.
Forward-Looking Statements
This news release may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the proposed offering, the expected closing date and the use of proceeds from the offering. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements, including risks associated with the ability of LSC Communications to perform as expected as a separate, independent entity and risks associated with the volatility and disruption of the capital and credit markets, and adverse changes in the global economy. Readers are strongly encouraged to read the full cautionary statements contained in LSC’s filings with the SEC. LSC disclaims any obligation to update or revise any forward-looking statements.
Investor Relations Contact:
LSC Communications, Inc.
Janet Halpin, 773-272-9275
SVP Treasurer and Investor Relations
investor.relations@lsccom.com