Filed by Quad/Graphics, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Act of 1934
Filer: Quad/Graphics, Inc.
Commission File No.: 001-34806
Subject Company: LSC Communications, Inc.
Commission File No.: 001-37729
Date: October 31, 2018
EXPLANATORY NOTE
This filing relates to the proposed transaction between Quad/Graphics, Inc. (the “Company”) and LSC Communications, Inc. (“LSC”) pursuant to the Agreement and Plan of Merger, dated as of October 30, 2018, by and among the Company, QLC Merger Sub, Inc. and LSC.
The following documents and communications were distributed by the Company on October 31, 2018 and are included herein:
· Client Company Update, dated as of October 31, 2018;
· Company Employee FAQ, dated as of October 31, 2018;
· Transcript of Company Earnings Conference Call held on October 31, 2018;
· Electronic Message to Gold Tag Distribution List, dated as of October 31, 2018;
· Electronic Message to Company, dated as of October 31, 2018;
· Company Employee FAQs, dated as of October 31, 2018;
· Company Client FAQs, dated as of October 31, 2018;
· Letter to Clients, dated as of October 31, 2018;
· Electronic Message to Clients, dated as of October 31, 2018;
· Client Talking Points for Employees, dated as of October 30, 2018;
· Supplier Talking Points for Employees, dated as of October 31, 2018;
· Letter to Supplier (Logistics), dated as of October 31, 2018;
· Letter to Supplier (Procurement), dated as of October 31, 2018;
· Letter to Supplier (Paper Services), dated as of October 31, 2018;
· Infographic, dated as of October 31, 2018;
· Presentation to Sales Team, dated as of October 31, 2018; and
· Social Media Postings, dated as of October 31, 2018.