LSC Communications, Inc. (Exact Name of Registrant As Specified in Its Charter)
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S-1/A Table of Contents As filed with the Securities and Exchange Commission on March 16, 2017 Registration No. 333-216517 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LSC Communications, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 2750 36-4829580 (State or Other Jurisdiction of (Primary Standard Industrial Classification Code (IRS Employer Incorporation or Organization) Number) Identification Number) LSC Communications, Inc. 191 N. Wacker Drive, Suite 1400 Chicago, Illinois 60606 (844) 572-5720 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Suzanne S. Bettman Chief Administrative Officer & General Counsel LSC Communications, Inc. 191 N. Wacker Drive, Suite 1400 Chicago, Illinois 60606 (844) 572-5720 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Robert W. Downes, Esq. James J. Clark, Esq. Sullivan & Cromwell LLP Helene R. Banks, Esq. 125 Broad Street Marc R. Lashbrook, Esq. New York, NY 10004 Cahill Gordon & Reindel LLP (212) 558-4000 80 Pine Street New York, NY 10005 (212) 701-3000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of the Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ? If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ? If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ? CFd338027ds1a.htm[03/20/2017 3:27:44 PM] S-1/A If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ? Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ? Accelerated filer ? Non-accelerated filer ? (Do not check if a smaller reporting company) Smaller reporting company ? CALCULATION OF REGISTRATION FEE(1) Proposed Amount maximum Title of each class of to be aggregate Amount of securities to be registered registered(2) offering price(3) registration fee Common Stock, par value $0.01 per share 7,179,222 $197,356,812.78 $22,873.66 (1) Registration fee previously paid. (2) Includes an additional 936,420 shares of common stock that the underwriters have the option to purchase. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended, based on the average of the high and low reported prices of the shares of the registrant’s common stock on the New York Stock Exchange on March 3, 2017. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. CFd338027ds1a.htm[03/20/2017 3:27:44 PM] S-1/A Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED March 16, 2017 PRELIMINARY PROSPECTUS 6,242,802 Shares LSC Communications, Inc. Common Stock $ per share This is a public offering of shares of common stock, par value $0.01 per share, of LSC Communications, Inc. (the “Offering”). Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “LKSD.” On March 15, 2017, the last reported sales price of our common stock was $24.29 per share. The selling stockholder, R. R. Donnelley & Sons Company, is selling 6,242,802 shares of our common stock. We will not receive any of the proceeds from the sale of those shares. Investing in our common stock involves risk. See Risk Factors beginning on page 12 to read about factors you should consider before buying shares of common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Public Offering Price $ $ Underwriting Discounts and Commissions $ $ Proceeds to selling stockholder (before expenses) $ $ We have granted the underwriters an option to purchase up to an additional 936,420 shares of our common stock within 30 days of the date of this prospectus. If the underwriters exercise their option to purchase additional shares of our common stock in full, the net proceeds to us would be $ , after deducting underwriting discounts and commissions. We intend to use the proceeds from the offering of any additional shares purchased from us by the underwriters for general corporate purposes. See “Use of Proceeds” for additional information. The underwriters expect to deliver the common shares to purchasers on or about , 2017 through the book-entry facilities of The Depository Trust Company. CFd338027ds1a.htm[03/20/2017 3:27:44 PM] S-1/A Citigroup BofA Merrill Lynch J.P. Morgan Wells Fargo Securities Prospectus dated , 2017. CFd338027ds1a.htm[03/20/2017 3:27:44 PM] S-1/A Table of Contents TABLE OF CONTENTS Page SUMMARY 1 RISK FACTORS 12 CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS 27 USE OF PROCEEDS 29 DIVIDEND POLICY 30 CAPITALIZATION 31 UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL INFORMATION 32 SELECTED CONSOLIDATED AND COMBINED FINANCIAL DATA 35 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 37 BUSINESS 64 CORPORATE GOVERNANCE AND MANAGEMENT 73 EXECUTIVE COMPENSATION 82 PRINCIPAL AND SELLING STOCKHOLDERS 113 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 115 DESCRIPTION OF CAPITAL STOCK 121 MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR COMMON STOCK 126 UNDERWRITING (CONFLICTS OF INTEREST) 129 VALIDITY OF COMMON STOCK 134 EXPERTS 134 AVAILABLE INFORMATION 135 INDEX TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS F-1 Neither we, the selling stockholder, nor the underwriters (or any of our or their respective affiliates) have authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we, the selling stockholders nor the underwriters (or any of our or their respective affiliates) take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, the selling stockholders are not and the underwriters (or any of their respective affiliates) are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is only accurate as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. We own or have rights to certain trademarks and trade names that we use in conjunction with the operations of our business. Each trademark, trade name or service mark of any other company appearing in this prospectus belongs to its holder. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Presentation of Information In this prospectus, unless the context otherwise requires: • “LSC Communications,” “LSC,” the “Company,” “we,” “our” and “us” refer to “LSC Communications, Inc.” and its consolidated subsidiaries; -i- CFd338027ds1a.htm[03/20/2017 3:27:44 PM] S-1/A Table of Contents • “RRD” and the “Parent” refer to R. R. Donnelley & Sons Company, a Delaware corporation, and its consolidated subsidiaries; • “Donnelley Financial” refers to Donnelley Financial Solutions, Inc., a Delaware corporation, and its consolidated subsidiaries; • “Distribution” refers to the transaction, which was completed on October 1, 2016 (the “Distribution Date”), whereby 80.75% of our shares of common stock was distributed to holders of RRD common stock of record as of the close of business, Eastern time, on September 23, 2016.