Item 1.03 Bankruptcy or Receivership.
On
The Debtors continue to operate their businesses as "debtors-in-possession"
under the jurisdiction of the
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The filing of the Bankruptcy Petition constituted an event of default with
respect to the following debt instruments (the "Debt Instruments"), representing
in the aggregate approximately
Credit Agreement Facilities
•$221.9 million of loans outstanding under the first lien term loan B facility, approximately$300 million of loans outstanding under the first lien revolving credit facility (including$50.8 million in face amount of outstanding letters of credit) and unpaid interest, fees and other expenses arising under or in connection with the Credit Agreement, dated as ofSeptember 30, 2016 , as amended, among the Company, the lenders party thereto andBank of America, N.A . as administrative agent; and
Outstanding Secured Notes
•$450 million of 8.75% senior secured notes due 2023, plus accrued and unpaid interest, fees and other expenses arising under or in connection with the Indenture, dated as ofSeptember 30, 2016 , among the Company, the guarantors party thereto andWells Fargo Bank, National Association as trustee and collateral agent
The Debt Instruments provide that as a result of the Bankruptcy Petition, the principal and interest due thereunder shall be immediately due and payable. Any efforts to enforce payment obligations under the Debt Instruments will be automatically stayed as a result of the Bankruptcy Petition, and the creditors' right of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code.
Item 7.01. Regulation FD Disclosure.
On
The information being furnished in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Cautionary Note Regarding the Chapter 11 Cases
The Company's stockholders are cautioned that it is possible that the Company's
stockholders will receive nothing in exchange for their common stock upon the
Company's emergence from bankruptcy and that the common stock will have no value
and that trading in securities of the Company during the pendency of the Chapter
11 Cases will be highly speculative and will pose substantial risks. It is
possible the Company's outstanding common stock and other securities may be
cancelled and extinguished upon confirmation of a restructuring plan by the
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Cautionary Note Regarding Forward-Looking Statements
This document contains certain forward-looking statements. These statements may
be identified by the use of forward looking terminology such as "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intend," "may," "might,"
"our vision," "plan," "potential," "preliminary," "predict," "should," "will,"
or "would" or the negative thereof or other variations thereof or other
comparable terminology and include, but are not limited to, statements regarding
the Company's expected motions to be filed in the Chapter 11 proceeding and the
dispositions of such motions, continued operations and customer and supplier
programs while in a Chapter 11 proceeding, cash needed to support our operations
while in a Chapter 11 proceeding, ability to lower debt and interest payments,
ability to operate while in a Chapter 11 proceeding and ability to pay our
creditors and credit rating. We have based these forward-looking statements on
our current expectations, assumptions, estimates and projections. While we
believe these expectations, assumptions, estimates and projections are
reasonable, such forward-looking statements are only predictions and involve
known and unknown risks and uncertainties, many of which are beyond our control,
including, but not limited to: the actions and decisions of our creditors and
other third parties with interests in the Chapter 11 Cases; our ability to
address the going concern considerations described in the footnotes to our
audited consolidated financial statements and maintain liquidity to fund our
operations during the Chapter 11 Cases; our ability to obtain
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1 Press Release, dated as ofApril 13, 2020 , issued byLSC Communications, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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