Quad/Graphics, Inc. Acquires LSC Communications, Inc.

The Board of Directors for Quad/Graphics, Inc. and LSC Communications approved a definitive agreement in which Quad/Graphics will acquire LSC Communications in an all-stock transaction valued at approximately $1.4 billion, including the refinancing of LSC Communications’ debt.
 
As of Sept. 30, 2018, the combined company would have had annual revenue of approximately $8 billion.
 
Joel Quadracci will be the chairman, president and CEO of the combined company.

The transaction is expected to close in mid-2019.
 
“This is a defining moment in Quad’s 47-year journey,” Quadracci said. “We have grown from a printer with a single facility to a global marketing solutions provider with a seamless, integrated offering that creates more value for all our stakeholders at a time of significant media disruption. Together with LSC Communications, we will create a compelling combination of talent, expertise and client technology to further fuel our Quad 3.0 marketing solutions transformation and strengthen the role of print – a proven and trusted media form in today’s multichannel world.”
 
LSC Communications’ employees “will be part of a dynamic, values-based organization that is focused on creating a better way for our clients and our company,” he said.
 
“From this historic business combination, our clients will benefit from a highly efficient print platform, and the additional cost- and time-saving opportunities generated from enhanced production and distribution efficiencies and flexibility, expanded mailing and logistics services and strengthened print management services,” Quadracci continued. “We are confident in the synergies we will generate from this transaction. We will draw on our deep integration experience to successfully align our operations and create long-term sustainable shareholder value. In addition, with an all-stock transaction, our combined shareholders will benefit from our continued strong and healthy balance sheet.”
 
“Since becoming a standalone public company at the end of 2016, LSC Communications has added critical scale, capabilities and technologies,” added LSC Communications Chairman, CEO and President Thomas J. Quinlan III. “We have done so through acquisitions and divestitures as we work to strengthen our position as a leading innovator in print and multichannel logistics. We are now taking the next major step in our evolution. Together with Quad, we will be better positioned in the dynamic industry environment to efficiently serve our clients through a broader set of offerings to help meet and manage their needs.”
 
Under the terms of the agreement, LSC Communications shareholders will receive 0.625 shares of Quad Class A common stock for each LSC Communications share they own, representing approximately 29% total economic ownership of the combined company and approximately 11% of the vote of the combined company.
 
The Quadracci Family Voting Trust, the holder of approximately 64% of the voting power of Quad’s outstanding common stock, has entered into a voting agreement with LSC Communications pursuant to which it will vote in favor of the issuance of shares in connection with the transaction.
 
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