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): ~~December~~February 424, ~~2020~~2021

LSC ~~COMMUNICATIONS~~Communications, ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37729	36-4829580
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

~~4101~~P.O. ~~Winfield~~Box ~~Road~~329003 Brooklyn, ~~Warrenville~~New York 11232 (Address of principal executive offices, ILincluding ~~60555~~zip code)

(Address of principal executive offices, including zip code)

(773) 272-9200

(Registrant’s telephone number, including area code)

~~Not~~4101 ~~Applicable~~Winfield Road, Warrenville, IL 60555

(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))

Securities registered pursuant to Section 12(b) of the Act: None

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 ☐

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. ☐

~~Introductory~~Item ~~Note~~1. 03 Bankruptcy or Receivership.

As previously disclosed, on ~~September~~April 1513, 2020, LSC Communications, Inc., ~~a Delaware corporation~~ (the “Company”), and certain of its ~~subsidiaries~~affiliates (~~collectively,~~together ~~the “Debtors”) and certain other non-Debtor subsidiaries of the Company (collectively~~ with the ~~Debtors~~Company, the “~~Sellers~~Debtors”) ~~entered~~commenced ~~into~~voluntary acases ~~Stock and Asset Purchase Agreement~~ (the “~~Purchase~~Chapter ~~Agreement”)~~11 ~~with ACR III Libra Holdings LLC, a Delaware limited liability company (n/k/a LSC Communications LLC, “Buyer~~Cases”), ~~and,~~under ~~solely~~chapter ~~with~~11 ~~respect~~of totitle ~~Section 9.13~~11 of the ~~Purchase~~United ~~Agreement,~~States ~~Atlas~~Code ~~Capital~~in ~~Resources III LP, a Delaware limited partnership, and Atlas Capital Resources (P) III LP, a Delaware limited partnership (each, a “Guarantor”) and together with~~ the ~~Sellers~~United ~~and~~States ~~Buyer,~~Bankruptcy ~~the~~Court ~~“Parties”),~~for ~~pursuant to which, upon~~ the ~~terms~~Southern ~~and~~District ~~subject to the conditions set forth therein, Buyer agreed to acquire substantially all~~ of ~~the~~New ~~assets~~York ~~of the Sellers as a going concern for~~ (i) the ~~Final Cash Consideration (as defined therein~~“Court”),. ~~subject~~The toChapter ~~the~~11 ~~Final~~Cases ~~Cash~~are ~~Consideration~~being ~~Cap~~jointly ~~(as~~administered ~~defined therein), (ii) a credit bid and release of each Seller from the corresponding portion of each of the senior secured term loan B facility~~ under the ~~Prepetition~~caption ~~Credit~~“In ~~Agreement~~re ~~and~~LSC ~~the~~Communications, ~~Prepetition Indenture (each as defined therein)~~Inc., inet ~~an aggregate amount equal to $63~~al.~~437 million~~,” ~~and~~Case ~~(iii)~~No. ~~the~~20-10950 ~~assumption of certain specified liabilities of the Sellers, including obligations relating to the Company’s qualified pension plan~~ (~~the “Transactions”~~SHL).

On ~~October~~February 724, ~~2020~~2021, the ~~Bankruptcy~~ Court ~~for~~entered an order (the ~~Southern~~“Confirmation ~~District~~Order”) confirming the Amended Joint Chapter 11 Plan of ~~New~~Liquidation ~~York~~of LSC Communications, Inc. and its Debtor Affiliates (the “~~Bankruptcy Court~~Plan”). ~~entered~~A ancopy ~~order~~of ~~approving~~the Confirmation Order, with a copy of the ~~Purchase~~Plan ~~Agreement~~as confirmed attached thereto, is attached as Exhibit 2.1 to this Form 8-K and ~~the~~is ~~Transactions~~incorporated herein by reference. The Debtors expect that the Effective Date of the Plan will occur on March 10, 2021.

OnThe ~~December 4,~~following ~~2020,~~is ~~the~~a ~~Company~~summary ~~consummated~~of ~~the~~certain ~~Transactions~~material (features of the ~~“Closing”)~~Plan. AtAny ~~the~~description ~~Closing,~~of ~~Buyer~~the ~~paid~~terms toof the ~~Sellers~~Plan ~~the~~in ~~Estimated~~this ~~Cash~~Form ~~Consideration~~8-K ~~(as~~are ~~defined~~qualified in ~~the~~their ~~Purchase~~entirety ~~Agreement)~~by ofExhibit ~~approximately $284~~2.1 ~~million,~~ ~~which~~to ~~amount~~this isForm ~~subject~~8-K. Capitalized terms used but not defined herein shall have the meanings ascribed to ~~certain~~them ~~post-Closing~~in ~~adjustments.~~the Plan.

~~Item~~Summary ~~1.01~~of ~~Entry~~the ~~into~~Plan ~~a Material Definitive Agreement.~~

InThe ~~connection~~Plan with the Closing, the Sellers and Buyer entered into that certain First Amendment to Stock and Asset Purchase Agreement, dated as of December 4, 2020 (the “First Amendment”), which, among other things, (i) provides ~~that the Closing will occur on December 4, 2020, subject to the terms and conditions set forth in the Amendment, (ii) establishes the reference time~~ for the ~~measurement~~orderly ofwind ~~certain~~down ~~financial accounts purposes~~ of the ~~working~~Debtors’ ~~capital~~Estates and ~~cash consideration calculations, (iii) requires~~ the ~~Sellers~~following totreatment ~~consummate~~of ~~the~~Claims ~~Restructuring~~against ~~Transactions (as defined therein) prior to the Closing~~ and ~~(iv) provides~~Interests ~~for Sellers to facilitate the payment of certain amounts under the CBSA (as defined below) to the Prepetition Noteholders (as defined~~ in the ~~Purchase Agreement).~~ Debtors:

On• ~~December 4,~~All ~~2020,~~Allowed inGeneral ~~connection~~Administrative ~~with~~Claims, ~~the termination of the DIP Credit Agreement~~ 503(~~as defined below~~b)~~, the Company entered into that certain Cash Collateral and Letter of Credit Reimbursement Agreement~~ (~~the “L/C Facility Agreement”~~9), byClaims and ~~among~~Priority ~~the~~Tax ~~Company,~~Claims certain of the lenders under the DIP Credit Agreement and Bank of America, N.A. as issuing bank. Pursuant to the L/C Facility Agreement, certain of the Company’s letters of credit issued under the DIP Credit Agreement will be ~~cash~~paid ~~collateralized~~in ~~and~~full ~~will remain outstanding following the termination of the DIP Credit Agreement. Approximately $46.5 million~~ in ~~aggregate~~accordance ~~amount~~with ~~of letters of credit will remain outstanding under~~ the ~~L/C~~applicable ~~Facility~~sections ~~Agreement following the termination~~ of the ~~DIP Credit Agreement, which amount must be reduced to no greater than $3 million within thirty days of the date of the L/C Facility Agreement~~Plan.

~~The~~• ~~foregoing~~All ~~descriptions~~Allowed ofOther ~~the~~Priority ~~Purchase~~Claims ~~Agreement, the First Amendment~~ and ~~the~~Other ~~L/C~~Secured ~~Facility~~Claims ~~Agreement~~will ~~do not purport to~~ be ~~complete~~satisfied ~~and are qualified~~ in ~~their entirety by reference to the~~ full ~~text~~in ofaccordance ~~the Purchase Agreement, a copy of which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company~~ with the ~~SEC~~applicable onsections ~~September 15, 2020 and is incorporated herein by reference, the First Amendment, a copy~~ of ~~which is attached to this report as Exhibit 2.2 and is incorporated herein by reference, and~~ the ~~L/C Facility Agreement, a copy of which is attached to this report as Exhibit 10~~Plan.~~1 and is incorporated herein by reference.~~

~~Item~~• ~~1.02~~Each ~~Termination~~holder of aan ~~Material~~Allowed ~~Definitive~~Junior ~~Agreement~~Remaining Claim will receive its pro rata share of the Junior Remaining Claim Distribution Pool, subject to the Unsecured Claim Pool.

As• ~~previously~~Each ~~disclosed,~~holder ~~the~~of ~~Company~~an ~~had~~Allowed ~~access~~General toUnsecured anClaim ~~aggregate~~will ~~principal~~receive ~~amount~~its ofpro ~~$100 million~~rata share of ~~debtor-in-possession~~the ~~financing~~$8,000,000 onUnsecured ~~the~~Claim ~~terms~~Pool, ~~and~~provided ~~subject~~that all distributions to ~~the~~holders ~~conditions~~of ~~set~~Allowed ~~forth~~MEPP inRRD ~~that~~Claims ~~certain~~will ~~Debtor-in-Possession~~be ~~Credit~~made solely from the separate MEPP Distribution Account.

2• Each holder of an Allowed SERP Claim will receive its pro rata share (i) of the $8,000,000 Unsecured Claim Pool and (ii) the $4,955,127.31 SERP Settlement Payment.

~~Agreement,~~• ~~dated~~No asholder of ~~April 15,~~an ~~2020~~Intercompany ~~(the “DIP Credit Agreement”)~~Claim, byIntercompany ~~and among the Company~~Interest, ~~the~~Subordinated ~~lenders~~Claim ~~party~~or ~~thereto~~Equity ~~from~~Interest ~~time~~will toreceive ~~time~~any ~~and~~distributions ~~Bank~~on account of ~~America,~~its ~~N.A.~~Claim asor ~~administrative agent and issuing bank~~Interest. OnAll ~~December 4,~~Intercompany ~~2020,~~Interests ~~in connection with,~~ and ~~effective~~Equity asInterests ofwill ~~the~~be ~~Closing,~~cancelled ~~the~~on ~~DIP Credit Agreement and all liens arising thereunder were terminated, along with~~ the ~~obligations~~Effective ~~of the parties thereto~~Date.

The ~~information~~Plan ~~set~~also ~~forth~~implements ~~under~~the terms of certain settlements among various creditor constituencies, without which the ~~Introductory~~Debtors ~~Note~~believe ~~and~~recoveries ~~Item~~to 1creditors would be materially reduced.01 Certain reserves may be created by the Plan Administrator for purposes of ~~this~~resolving ~~Form~~disputed ~~8-K~~Claims isand ~~incorporated~~funding ~~into~~various ~~this~~costs ~~Item~~and ~~1.02~~expenses byassociated ~~reference~~with the administration of the Plan and the wind down of the Debtors’ Estates. All directors and officers of the Company will be deemed to have resigned in their capacity as of the Effective Date.

~~Item~~Information ~~2.01~~as ~~Completion~~to ofthe ~~Acquisition~~assets and liabilities of ~~Disposition~~the Company as of ~~Assets~~the most recent practicable date was included in the Debtors’ Monthly Operating Report for the period from January 1, 2021 to January 31, 2021 filed with the Court on February 26, 2021.

~~The information set forth under the Introductory Note and Item~~ 1~~.01 of this Form 8-K is incorporated into this Item 2.01 by reference.~~

Item 3.03

Material Modification to Rights of Security Holders.

As provided in the Plan, the obligations of any Debtor under any certificate, Interest, share, note, bond, indenture, purchase right, option, warrant, intercreditor agreement, guaranty, indemnity or other instrument or document directly or indirectly evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors or giving rise to any Claim or Interest, will be canceled solely as to the Debtors, and the Debtors will not have any continuing obligations thereunder and will be released therefrom on the Effective Date.

Pursuant to the Plan, all outstanding Equity Interests in the Company will be cancelled for no consideration on the Effective Date. As of October 23, 2020, the Company had 33,586,062 shares of common stock issued and outstanding and no shares reserved for future issuance in respect of Claims and Interests filed and Allowed under the Plan. Even though the Company’s common stock may continue to be quoted on the OTC Pink Market, under the Plan it has no underlying asset value and the Company’s stockholders should not view the trading activity of the Company’s common stock on the OTC Pink Market or any other market or trading platform as being indicative of the value the Company’s stockholders will receive in connection with the liquidation of the Company.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Effective~~The asPlan ofprovides ~~December 3,~~that ~~2020,~~the ~~Thomas~~Company’s J.board ~~Quinlan~~of ~~III,~~directors ~~Chief~~will ~~Executive~~be ~~Officer~~dissolved and ~~President,~~its ~~and~~officers ~~Andrew~~will B.be ~~Coxhead,~~dismissed ~~Chief~~on ~~Financial~~the ~~Officer,~~Effective ~~were~~Date. ~~terminated~~As asprovided ~~officers~~in of the ~~Company~~Plan, inon ~~connection with~~ the ~~Closing.~~Effective ~~Mr. Quinlan~~Date, ~~will~~each ~~continue to serve as Chairman~~ of the ~~Company~~Debtors’s ~~board~~directors ofand ~~directors.~~officers ~~None~~will ofbe ~~these~~released ~~terminations~~and ~~was~~discharged afrom ~~result~~their ofduties ~~any~~and ~~disagreement~~terminated ~~with~~automatically ~~the~~and ~~Company,~~will ~~its~~have ~~management~~no orcontinuing ~~its~~obligations ~~board~~to ofthe ~~directors~~Debtors.

Item 78.01. ~~Regulation~~Other ~~FD Disclosure~~Events.

The ~~estimated~~Company ~~available~~intends ~~amount~~ to ~~distribute~~file ~~from~~a ~~Buyer~~Form to15 ~~the~~with ~~holders of~~ the ~~senior~~United ~~secured~~States ~~term~~Securities ~~loan B facility under the Prepetition Credit Agreement~~ and ~~holders~~Exchange ofCommission ~~senior notes under the Prepetition Indenture~~ (~~each as defined in~~ the ~~Purchase Agreement) (the~~ “~~Junior Creditors~~SEC”) ~~pursuant~~ to ~~that~~terminate ~~certain~~the ~~Credit~~registration ~~Bid Support Agreement, dated as~~ of ~~August 28,~~its ~~2020,~~common bystock and ~~among~~to ~~ACR~~suspend ~~III~~its ~~LSC~~duty ~~Holdings~~to ~~LLC~~file ~~(f/k/a~~reports ~~ACR~~under ~~III Libra Parent LLC),~~ the ~~Junior~~Securities ~~Creditors~~Exchange ~~party~~Act ~~thereto, Lapetus Capital III LLC and, solely for purposes~~ of ~~certain sections of such agreement~~1934, ~~the Guarantors (~~as amended, ~~restated or otherwise supplemented,~~ (the “~~CBSA~~Exchange Act”) ~~was approximately $68~~.~~5 million.~~ ~~Pursuant~~Upon tofiling the ~~terms~~Form ~~of the CBSA~~15, on the ~~Closing~~Company ~~Date~~will ~~(as~~immediately ~~defined~~cease infiling ~~the~~any ~~CBSA),~~further ~~Buyer~~periodic ~~held~~or ~~back~~current ~~approximately~~reports ~~$31.9 million~~under of the ~~distribution~~Exchange ~~subject to final determination of working capital and certain other closing accounts of the Sellers, and distributed the remaining approximately $36~~Act.~~6 million for the benefit of the Junior Creditors.~~

AsCautionary ~~disclosed~~Note inRegarding ~~the~~Forward ~~joint~~Looking chapter 11 plan of liquidation of the Debtors that was filed with the Bankruptcy Court on November 20, 2020, the Company does not expect to be able to distribute any proceeds to the Company’s stockholders and therefore Company stockholders should expect to receive a total loss on their investment. Statements

~~The~~This ~~information~~Form in8-K ~~Item~~contains 7certain forward-looking statements.01 ofThese ~~this~~statements ~~Form~~may ~~8-K~~be isidentified ~~being~~by ~~furnished~~the ~~and~~use ~~shall~~of ~~not~~forward belooking ~~deemed~~terminology such as “~~filed~~anticipate,” ~~for~~“believe,” ~~purposes~~“continue,” of“could,” ~~Section 18~~“estimate,” of“expect,” ~~the~~“intend,” ~~Securities~~“may,” ~~Exchange~~“might,” ~~Act~~“our ofvision,” ~~1934~~“plan,” as“potential,” ~~amended~~“preliminary,” ~~(the~~ “~~Exchange~~predict,” ~~Act~~“should,”) “will,” or ~~otherwise~~“would” ~~subject~~or the negative thereof or other variations thereof or other comparable terminology and include, but are not limited to, statements regarding the ~~liabilities~~Plan and the outcome and timing of ~~such~~the ~~section~~Chapter 11 process. ~~The~~We ~~information~~have inbased ~~Item~~these 7forward-looking statements on our current expectations, assumptions, estimates and projections.01 ofWhile ~~this~~we ~~Form~~believe 8these expectations, assumptions, estimates and projections are reasonable, such forward-Klooking ~~shall~~statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control, including but not belimited ~~incorporated~~to bythe ~~reference~~Debtors’ ~~into~~ability ~~any~~to ~~filing~~satisfy ~~under~~(or obtain waivers of) the ~~Securities~~conditions ~~Act~~precedent to the effectiveness of ~~1933~~the Plan, asthe ~~amended~~Debtors’ ability to make distributions pursuant to the Plan, orrulings of the ~~Exchange~~Court ~~Act~~in the Chapter 11 Cases, ~~regardless~~risks associated with third-party motions in the Chapter 11 Cases, risks related to the trading of ~~any~~the ~~incorporation~~Common’s bycommon ~~reference~~stock ~~language~~on the OTC Pink Market, particularly because the Plan states that the Company’s common stock will be cancelled on the Effective Date, and risks associated with the Chapter 11 process in general. These and other important factors may cause our actual results, performance, or achievements to differ materially from any future results, performance, or achievements expressed or implied by these forward-looking statements. For a list and description of such ~~filing~~risks and uncertainties, please refer to the Company’s filings with the SEC that are available at www.sec.gov and in particular, our 2019 Form 10-K filed with the SEC on March 2, 2020. We caution

3 2

you that the list of important factors included in our SEC filings may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this communication may not in fact occur. The Company disclaims any intention or obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Exhibit
Exhibit No.		Exhibit
2.1		~~Stock~~Findings ~~and~~of ~~Asset Purchase Agreement~~Fact, ~~dated~~Conclusions as of ~~September~~Law ~~15,~~and ~~2020,~~Order byConfirming ~~and~~the ~~among~~Amended ~~LSC~~Joint ~~Communications,~~Chapter ~~Inc.~~11 ~~and~~Plan ~~certain~~ of ~~its~~Liquidation ~~subsidiaries~~of ~~party~~LSC ~~thereto~~Communications, ~~ACR III Libra Holdings LLC and, solely with respect to Section 9~~Inc.13 ~~of the Purchase Agreement, Atlas Capital Resources III LP~~ and ~~Atlas~~its ~~Capital~~Debtor ~~Resources (P) III LP (incorporated by reference to Exhibit 2~~Affiliates.1 of the Company’s Current Report on Form 8-K filed on September 15, 2020)*
2.2		First Amendment to Stock and Asset Purchase Agreement, dated as of December 4, 2020, by and among LSC Communications, Inc. and certain of its subsidiaries party thereto and ACR III Libra Holdings LLC company (n/k/a LSC Communications LLC)*
104		Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document.
10.1		Cash Collateral and Letter of Credit Reimbursement Agreement, dated as of December 4, 2020, by and among LSC Communications, Inc., certain of the lenders under the DIP Credit Agreement and Bank of America, N.A. as issuing bank*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.3

SIGNATURE

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.


LSC Communications, Inc.

By:		/s/ Suzanne S. Bettman
Name:		Suzanne S. Bettman
Title:		Secretary; Chief Compliance Officer; General Counsel

Dated: ~~December~~March 410, ~~2020~~ 2021

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