Atlas Holdings LLC entered into a stock and asset purchase agreement to acquire substantially all assets from LSC Communications, Inc. (OTCPK:LKSD.Q) on September 15, 2020. Atlas Holdings LLC will acquire substantially all of the assets through a combination of cash and a credit bid of obligations; for the Final Cash Consideration, subject to the Final Cash Consideration Cap, a credit bid and release of each LSC Communications from the corresponding portion of each of the senior secured term loan B facility under the Prepetition Credit Agreement and the Prepetition Indenture, in an aggregate amount equal to $63.437 million and the assumption of certain specified liabilities of LSC Communications, including obligations relating to the LSC Communications's qualified pension plan. A break-up fee in an amount equal to 3.0% of the Estimated Cash Consideration, payable if LSC Communications enter into a competing transaction and (b) an expense reimbursement of up to 1.0% of the Estimated Cash Consideration (subject to a maximum reimbursement amount of $750,000), payable in certain termination circumstances specified in the purchase agreement.

As of September 30, 2020, U.S. Bankruptcy Court for the Southern District of New York has approved the transaction. The transaction is subject to the waiting period applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been earlier terminated, and the other approvals shall have been received; the Bankruptcy Court shall have entered the Sale Order, and the Sale Order shall be in full force and effect and shall not have been vacated, reversed or stayed, and shall have become a Final Order; subject to regulatory approvals, including approval from the Mexican Federal Antitrust Commission and other customary conditions. The transaction is expected to be completed during the fourth quarter of 2020. The final cash consideration will be applied by LSC Communications to repay or cause to be repaid all indebtedness, liabilities and other obligations outstanding under the LSC Communications's Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of April 15, 2020; to repay or cause to be repaid all indebtedness, liabilities and other obligations outstanding under the senior secured revolving credit facility under the Prepetition Credit Agreement; to pay certain allowed and unpaid expenses of the Debtors, in amounts determined by the Debtors in their reasonable discretion subject to the consent of the professional advisors to the ad hoc group of the holders of the senior secured term loan B facility under the Prepetition Credit Agreement and holders of senior notes under the Prepetition Indenture relating to administering and winding down the Bankruptcy Proceeding (as defined in the Purchase Agreement) after the closing, including the professional fee carve-out provided for in the DIP Order (as defined below) and such other amounts as are set forth in the Debtors' wind-down budget, after taking into account application of the available cash of LSC Communications; and to satisfy the UCC Settlement Amount.

Paul V. Shalhoub, Mark A. Cognetti and Laura H. Acker of Willkie Farr & Gallagher LLP acted as legal advisor to Atlas. Audra D. Cohen, Andrew G. Dietderich, David P. Hariton, Rebecca S. Coccaro and Brian D. Glueckstein of Sullivan & Cromwell LLP acted as legal advisor to LSC Communications. Evercore Group L.L.C. acted as financial advisor and AlixPartners, LLP is serving as restructuring advisor to LSC Communications. Andrew Rosenberg and Alice Eaton of Paul, Weiss, Rifkind, Wharton & Garrison LLP while Alan Glantz and Michael Messersmith of Arnold & Porter LLP acted as legal advisors to the Creditor Group. Ducera Partners LLC is serving as financial advisor to the Creditor Group. Jefferies LLC acted as financial advisor to the Official Committee of Unsecured Creditors of LSC Communications. Gillian R. Stacey, Natasha MacParland and Elisa Kearney of Davies Ward Phillips & Vineberg LLP acted as legal advisor to Atlas Holdings LLC in the transaction. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as a legal advisor to group of secured noteholders of LSC Communications. Gonzalez Calvillo acted as legal advisor to Atlas Holdings.

Atlas Holdings LLC completed the acquisition of substantially all assets from LSC Communications, Inc. (OTCPK:LKSD.Q) for approximately $280 million on December 4, 2020. Thomas J. Quinlan III, Chief Executive Officer and President, and Andrew B. Coxhead, Chief Financial Officer, were terminated as officers of the LSC Communications in connection with the Closing. Thomas J. Quinlan III will continue to serve as Chairman of the Company's Board of Directors. Edward Deibert, Michael Messersmith and Sarah Gryll of Arnold & Porter Kaye Scholer LLP acted as legal advisor to Atlas Holdings.