Obligation LSC Connect 8.75% ( USU54634AA51 ) en USD

LSC Connect

100 % ▲

Etats-unis

USU54634AA51 ( en USD )

8.75% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

14/10/2023 - Obligation échue

Prospectus brochure de l'obligation LSC Communications USU54634AA51 en USD 8.75%, échue

2 000 USD

450 000 000 USD

U54634AA5

N/A

LSC Communications est une entreprise américaine de services d'impression et de solutions de marketing, offrant une large gamme de produits et services d'impression commerciale, d'emballages et de marketing.

L'Obligation émise par LSC Connect ( Etats-unis ) , en USD, avec le code ISIN USU54634AA51, paye un coupon de 8.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/10/2023

EX-4.2
https://www.sec.gov/Archives/edgar/data/1669812/000119312516728...
EX-4.2 13 d133667dex42.htm EX-4.2
Exhibit 4.2
INDENTURE
Dated as of September 30, 2016
Among
LSC COMMUNICATIONS, INC., as the Company,
the Subsidiary Guarantors from time to time party hereto
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee and as Collateral Agent
8.750% SENIOR SECURED NOTES DUE 2023
THIS INDENTURE IS SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AND COLLATERAL
AGENCY AGREEMENT DATED AS OF SEPTEMBER 30, 2016 (AS AMENDED, RESTATED, SUPPLEMENTED
OR OTHERWISE MODIFIED FROM TIME TO TIME), AMONG LSC COMMUNICATIONS, INC., THE
GRANTORS PARTY THERETO, BANK OF AMERICA, N.A., AS CREDIT AGREEMENT COLLATERAL AGENT,
AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS NOTES COLLATERAL AGENT, AND EACH
ADDITIONAL COLLATERAL AGENT FROM TIME TO TIME PARTY THERETO.
1 sur 129
15/11/2020 à 09:22

EX-4.2
https://www.sec.gov/Archives/edgar/data/1669812/000119312516728...
TABLE OF CONTENTS
Page
ARTICLE 1
DEFINITIONS
Section 1.01.
Definitions
1
Section 1.02.
Other Definitions
29
Section 1.03.
Concerning the Trust Indenture Act
30
Section 1.04.
Rules of Construction
30
Section 1.05.
Acts of Holders
30
Section 1.06.
Timing of Payment
32
ARTICLE 2
THE NOTES
Section 2.01.
Form and Dating; Terms
32
Section 2.02.
Execution and Authentication
33
Section 2.03.
Registrar, Transfer Agent and Paying Agent
33
Section 2.04.
Paying Agent to Hold Money in Trust
34
Section 2.05.
Holder Lists
34
Section 2.06.
Transfer and Exchange
34
Section 2.07.
Replacement Notes
44
Section 2.08.
Outstanding Notes
45
Section 2.09.
Treasury Notes
45
Section 2.10.
Temporary Notes
45
Section 2.11.
Cancellation
45
Section 2.12.
Defaulted Interest
46
Section 2.13.
CUSIP Numbers; ISINs
46
ARTICLE 3
REDEMPTION
Section 3.01.
Notices to Trustee
46
Section 3.02.
Selection of Notes to Be Redeemed
46
Section 3.03.
Notice of Redemption
46
Section 3.04.
Effect of Notice of Redemption
47
Section 3.05.
Deposit of Redemption Price
47
Section 3.06.
Notes Redeemed in Part
48
Section 3.07.
Optional Redemption
48
Section 3.08.
Mandatory Redemption
48
ARTICLE 4
COVENANTS
Section 4.01.
Payment of Principal, Premium and Interest
49
Section 4.02.
Maintenance of Office or Agency
49
Section 4.03.
[Reserved]
49
Section 4.04.
Existence; Activities
49
Section 4.05.
Maintenance of Properties
49
Section 4.06.
Payment of Taxes and Other Claims
49
Section 4.07.
Maintenance of Insurance
50
Section 4.08.
Limitation on Indebtedness and Issuance of Preferred Stock
50
Section 4.09.
Limitation on Restricted Payments
54
-i-
2 sur 129
15/11/2020 à 09:22

EX-4.2
https://www.sec.gov/Archives/edgar/data/1669812/000119312516728...
Page
Section 4.10.
[Reserved]
57
Section 4.11.
Limitation on Transactions with Affiliates
57
Section 4.12.
Limitation on Liens
58
Section 4.13.
Change of Control
58
Section 4.14.
Disposition of Proceeds of Asset Sales
59
Section 4.15.
Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries
61
Section 4.16.
Additional Subsidiary Guarantors
62
Section 4.17.
Limitation on Designations of Unrestricted Subsidiaries
63
Section 4.18.
Reporting Requirements
63
Section 4.19.
Compliance Certificates
64
Section 4.20.
[Reserved]
64
Section 4.21.
Suspension of Covenants
64
Section 4.22.
Further Assurances
65
Section 4.23.
Impairment of Security Interests
65
Section 4.24.
After-Acquired Property
66
Section 4.25.
Post-Closing Obligations
66
ARTICLE 5
CONSOLIDATION, MERGER, SALES OF ASSETS, ETC.
Section 5.01.
Company May Consolidate, Etc. Only on Certain Terms
66
Section 5.02.
Successor Substituted
67
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01.
Events of Default
68
Section 6.02.
Acceleration of Maturity; Rescission and Annulment
69
Section 6.03.
Collection of Indebtedness and Suits for Enforcement by Trustee
70
Section 6.04.
Trustee May File Proofs of Claim
71
Section 6.05.
Trustee May Enforce Claims Without Possession of Notes
71
Section 6.06.
Application of Money Collected
71
Section 6.07.
Limitation on Suits
72
Section 6.08.
Unconditional Right of Holders to Receive Principal, Premium and Interest
72
Section 6.09.
Restoration of Rights and Remedies
72
Section 6.10.
Rights and Remedies Cumulative
72
Section 6.11.
Delay or Omission Not Waiver
72
Section 6.12.
Control by Holders
73
Section 6.13.
Waiver of Defaults
73
Section 6.14.
Undertaking for Costs
73
Section 6.15.
Waiver of Stay or Extension Laws
73
ARTICLE 7
TRUSTEE
Section 7.01.
Certain Duties and Responsibilities
74
Section 7.02.
Notice of Defaults
75
Section 7.03.
Certain Rights of Trustee
75
Section 7.04.
Not Responsible for Recitals or Issuance of Notes
76
Section 7.05.
May Hold Notes
77
Section 7.06.
Money Held in Trust
77
Section 7.07.
Compensation and Reimbursement
77
Section 7.08.
Conflicting Interests
78
Section 7.09.
Corporate Trustee Required; Eligibility
78
-ii-
3 sur 129
15/11/2020 à 09:22

EX-4.2
https://www.sec.gov/Archives/edgar/data/1669812/000119312516728...
Page
Section 7.10.
Resignation and Removal; Appointment of Successor
78
Section 7.11.
Acceptance of Appointment by Successor
79
Section 7.12.
Merger, Conversion, Consolidation or Succession to Business
80
Section 7.13.
Preferential Collection of Claims Against the Company or a Subsidiary Guarantor
80
Section 7.14.
Appointment of Authenticating Agent
80
Section 7.15.
Intercreditor Agreement and the Notes Security Documents
81
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01.
Option to Effect Legal Defeasance or Covenant Defeasance
81
Section 8.02.
Legal Defeasance and Discharge
81
Section 8.03.
Covenant Defeasance
81
Section 8.04.
Conditions to Legal or Covenant Defeasance
82
Section 8.05.
Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions
83
Section 8.06.
Repayment to Company
83
Section 8.07.
Reinstatement
83
ARTICLE 9
AMENDMENTS, WAIVERS; SUPPLEMENT INDENTURES
Section 9.01.
Amendments, Waivers and Supplemental Indentures Without Consent of Holders
83
Section 9.02.
Modifications, Amendments and Supplemental Indentures with Consent of Holders
84
Section 9.03.
Execution of Supplemental Indentures
85
Section 9.04.
Effect of Supplemental Indentures
86
Section 9.05.
[Reserved]
86
Section 9.06.
Reference in Notes to Supplemental Indentures
86
Section 9.07.
[Reserved]
86
Section 9.08.
No Liability for Certain Persons
86
ARTICLE 10
GUARANTEES
Section 10.01. Guarantee
86
Section 10.02. Limitation on Liability
88
Section 10.03. Execution and Delivery of Guarantees
88
Section 10.04. Subsidiary Guarantors May Consolidate, Etc., on Certain Terms
88
Section 10.05. Release of Subsidiary Guarantors
88
Section 10.06. Successors and Assigns
89
Section 10.07. No Waiver, etc.
89
Section 10.08. Modification, etc.
89
ARTICLE 11
NOTES SECURITY DOCUMENTS
Section 11.01. Collateral and Notes Security Documents
89
Section 11.02. [Reserved]
89
Section 11.03. Release of Collateral
90
Section 11.04. [Reserved]
91
Section 11.05. [Reserved]
91
Section 11.06. Suits To Protect the Collateral
91
Section 11.07. Authorization of Receipt of Funds by the Trustee Under the Notes Security Documents
91
Section 11.08. Purchaser Protected
91
-iii-
4 sur 129
15/11/2020 à 09:22

EX-4.2
https://www.sec.gov/Archives/edgar/data/1669812/000119312516728...
Page
Section 11.09. Powers Exercisable by Receiver or Trustee
91
Section 11.10. Release Upon Termination of the Company's Obligations
91
Section 11.11. Collateral Agent
92
Section 11.12. Designations
94
ARTICLE 12
SATISFACTION AND DISCHARGE
Section 12.01. Satisfaction and Discharge
94
Section 12.02. Application of Trust Money
95
ARTICLE 13
MISCELLANEOUS
Section 13.01. Notices
95
Section 13.02. Communication by Holders with Other Holders
96
Section 13.03. Certificate and Opinion as to Conditions Precedent
96
Section 13.04. Statements Required in Certificate or Opinion
97
Section 13.05. Rules by Trustee and Agents
97
Section 13.06. Governing Law
97
Section 13.07. Waiver of Jury Trial
97
Section 13.08. Force Majeure
97
Section 13.09. No Adverse Interpretation of Other Agreements
97
Section 13.10. Successors
97
Section 13.11. Severability
97
Section 13.12. Counterpart Originals
98
Section 13.13. Table of Contents, Headings, etc.
98
Section 13.14. USA Patriot Act
98
Section 13.15. Intercreditor Agreement Governs
98
-iv-
5 sur 129
15/11/2020 à 09:22

EX-4.2
https://www.sec.gov/Archives/edgar/data/1669812/000119312516728...
EXHIBITS
Exhibit A
FORM OF NOTE
Exhibit B
FORM OF CERTIFICATE OF TRANSFER
Exhibit C
FORM OF CERTIFICATE OF EXCHANGE
Exhibit D
FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT SUBSIDIARY
GUARANTORS
SCHEDULES
Schedule 4.25
MORTGAGED PROPERTY
-v-
6 sur 129
15/11/2020 à 09:22

EX-4.2
https://www.sec.gov/Archives/edgar/data/1669812/000119312516728...
INDENTURE, dated as of September 30, 2016, among LSC Communications, Inc., a Delaware corporation, the
Subsidiary Guarantors (as defined herein) from time to time party hereto and Wells Fargo Bank, National Association, a
national banking association, as Trustee and as Collateral Agent.
W I T N E S S E T H
WHEREAS, the Company (as defined herein) has duly authorized the creation of an issue of $450,000,000 aggregate
principal amount of the Company's 8.750% Senior Secured Notes due 2023 (the "Initial Notes");
WHEREAS, the Company and each of the Subsidiary Guarantors has duly authorized the execution and delivery of this
Indenture (as defined herein), the Initial Notes and the Subsidiary Guarantees;
NOW, THEREFORE, the Company, the Subsidiary Guarantors, the Trustee, and the Collateral Agent agree as follows for
the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein).
ARTICLE 1
DEFINITIONS
Section 1.01. Definitions.
"144A Global Note" means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend
and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its
nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.
"Acquired Indebtedness" means Indebtedness of a Person:
(a) assumed in connection with an Asset Acquisition from such Person; or
(b) existing at the time such Person becomes a Subsidiary of any other Person and not incurred in connection with, or
in contemplation of, such Asset Acquisition or such Person becoming a Subsidiary.
"Act" means any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted
by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent or proxy duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to
the Trustee and, where it is hereby expressly required, to the Company or a Subsidiary Guarantor, as applicable. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent or proxy shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee
and the Company, if made in the manner provided in this definition. The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public
or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or
writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other
manner which the Trustee deems sufficient.
"Additional Notes" means any additional Notes (other than the Initial Notes) issued from time to time under this
Indenture in accordance with Sections 2.01, 2.02 and 4.08 hereof.
"Additional Secured Indebtedness" means Secured Indebtedness in addition to the Notes, the Revolving Credit Facility
and the Term Loan Credit Facility, which Secured Indebtedness is permitted by each applicable Secured Indebtedness
Document to be secured equally and ratably with all previously existing and future Secured Indebtedness.
7 sur 129
15/11/2020 à 09:22

EX-4.2
https://www.sec.gov/Archives/edgar/data/1669812/000119312516728...
"Adjusted EBITDA" means, with respect to any Person for any period:
(i) the sum of, without duplication, the amounts for such period, taken as a single accounting period, of:
(a) Consolidated Net Income;
(b) Consolidated Non-cash Charges;
(c) Consolidated Interest Expense;
(d) Consolidated Income Tax Expense;
(e) any fees, expenses or charges related to the Senior Secured Credit Facilities, the Separation Transactions or
to any Equity Offering, Investment, merger, acquisition, disposition, consolidation; recapitalization or the incurrence
or repayment of Indebtedness permitted by this Indenture (including any refinancing or amendment of any of the
foregoing) (whether or not consummated or incurred);
(f) the amount of any restructuring charges or reserves (which shall include retention, severance, systems
establishment cost, excess pension charges, contract termination costs, including future lease commitments, costs
related to start up, closure, relocation or consolidation of facilities, costs to relocate employees, consulting fees, one
time information technology costs, one time branding costs and losses on the sale of excess fleet from closures);
provided, however, that the aggregate amount of such charges or reserves added to Adjusted EBITDA for any period
pursuant to this clause (f) (when taken together with any amounts added pursuant to clause (g) below) will not
exceed the greater of 10.0% of Adjusted EBITDA of such Person for such period; and
(g) the amount of net cost savings and synergies projected by the Company in good faith to be realized (which
shall be calculated on a pro forma basis as though such cost savings or synergies had been realized on the first day of
such period), net of the amount of actual benefits realized during such period from such actions; provided that
(A) such cost savings or synergies are reasonably identifiable and supportable, (B) such actions have been taken or
are to be taken within 12 months after the date of determination to take such action and (C) the aggregate amount of
any cost savings and synergies added pursuant to this clause (g) (when taken together with any amounts added
pursuant to clause (f) above) shall not exceed 10.0% of Adjusted EBITDA for such period, less
(ii) (x) non-cash items increasing Consolidated Net Income and (y) all cash payments during such period relating to
non-cash charges that were added back in determining Adjusted EBITDA in the most recent Four Quarter Period.
"Adjusted Treasury Rate" means, with respect to any Redemption Date, (i) the yield, under the heading which
represents the average for the immediately preceding week, appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no
maturity is within three months before or after October 15, 2019, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or
extrapolated from such yields on a straight-line basis, rounding to the nearest month, except that if the period from the
redemption date to October 15, 2019 is less
-2-
8 sur 129
15/11/2020 à 09:22

EX-4.2
https://www.sec.gov/Archives/edgar/data/1669812/000119312516728...
than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of
one year shall be used) or (ii) if such release (or any successor release) is not published during the week preceding the
calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date, in each case calculated on the third Business Day immediately preceding the Redemption Date, plus
0.50%.
"Affiliate" means with respect to any specified Person, any other Person directly or indirectly Controlling or Controlled
by or under direct or indirect common Control with such specified Person.
"After-Acquired Property" means any and all assets or property acquired after the Issue Date, including any property or
assets acquired by the Company or a Subsidiary Guarantor, which in constitutes Collateral or would have constituted Collateral
had such assets or property been owned by the Company or such Subsidiary Guarantor on the Issue Date.
"Agent" means any Registrar, Custodian, Transfer Agent or Paying Agent.
"Applicable Authorized Representative" shall have the meaning assigned to it in the Intercreditor Agreement.
"Applicable Premium" means, with respect to any Notes at any Redemption Date, the greater of
(1) 1.00% of the principal amount of such Notes; and
(2) the excess of (a) the present value at such Redemption Date of (i) the redemption price of the Notes on October
15, 2019 as set forth in Section 3.07(a) hereof plus (ii) all required remaining scheduled interest payments due on such
Notes through October 15, 2019 (but excluding accrued and unpaid interest to the Redemption Date), computed using a
discount rate equal to the Adjusted Treasury Rate as of such Redemption Date, over (b) the principal amount of such
Notes on such Redemption Date.
"Applicable Procedures" means, with respect to any payment, tender, redemption, transfer or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to
such payment, tender, redemption, transfer or exchange.
"Asset Acquisition" means:
(a) an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to which such Person
shall become a Restricted Subsidiary, or shall be merged with or into the Company or any Restricted Subsidiary or a
transaction pursuant to which the Company or a Restricted Subsidiary merges with or into any other Person and such
Person assumes the obligations of the Company or such Restricted Subsidiary, as applicable, in accordance with Article 5;
or
(b) the acquisition by the Company or any Restricted Subsidiary of the assets of any Person which constitute all or
substantially all of the assets of such Person, any division or line of business of such Person or any other properties or
assets of such Person.
"Asset Sale" means any sale, issuance, conveyance, transfer, lease or other disposition by the Company or any Restricted
Subsidiary to any Person other than the Company or a Restricted Subsidiary of:
(a) any Capital Stock of any Restricted Subsidiary (other than directors qualifying shares or to the extent required by
applicable law);
(b) all or substantially all of the properties and assets of any division or line of business of the Company or any
Restricted Subsidiary; or
(c) any other properties or assets of the Company or any Restricted Subsidiary,
-3-
9 sur 129
15/11/2020 à 09:22

EX-4.2
https://www.sec.gov/Archives/edgar/data/1669812/000119312516728...
other than, in the case of clauses (a), (b) or (c) above,
(i) sales, conveyances, transfers, leases or other dispositions of (x) obsolete, damaged or used equipment or (y) other
equipment or inventory in the ordinary course of business;
(ii) sales, conveyances, transfers, leases or other dispositions of assets in one or a series of related transactions for an
aggregate consideration of less than the greater of $20,000,000 and 5.0% of Pro Forma Adjusted EBITDA;
(iii) the lease, assignment, license, sublicense or sublease of any real or personal property in the ordinary course of
business;
(iv) for purposes of Section 4.14 only, (i) a disposition that constitutes a Restricted Payment permitted by Section
4.09 or a Permitted Investment and (ii) a disposition governed by Article 5;
(v) any exchange of like property pursuant to or intended to qualify under Section 1031 (or any successor section) of
the Code, and to be used in a Similar Business;
(vi) any disposition arising from foreclosure, condemnation or similar action with respect to any property or other
assets, or exercise of termination rights under any lease, license, concession or agreement, or necessary or advisable (as
determined by the Company in good faith) in order to consummate any acquisition of any Person, business or assets, or
pursuant to buy/sell arrangements under any joint venture or similar agreement or arrangement;
(vii) any disposition of Cash Equivalents;
(viii) any disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary;
(ix) the sale or discount (with or without recourse, and on customary or commercially reasonable terms) of accounts
receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts
receivable for notes receivable;
(x) a disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a
Person (other than a Company or a Restricted Subsidiary) from which such Restricted Subsidiary was acquired, or from
whom such Restricted Subsidiary acquires its business and assets (having been newly formed in connection with such
acquisition), entered into in connection with such acquisition;
(xi) the abandonment or other disposition of trademarks, copyrights, patents or other intellectual property that are, in
the good faith determination of the Company, no longer economically practicable to maintain or useful in the conduct of
the business of the Company and its subsidiaries taken as a whole; and
(xii) (x) non-exclusive licenses, sublicenses or cross-licenses of intellectual property or other general intangibles; and
(y) exclusive licenses, sublicenses or cross-licenses of intellectual property or other general intangibles in the ordinary
course of business or that are not material to the Company and its Subsidiaries taken as a whole.
"Attributable Debt" in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value
(discounted at the interest rate borne by the Notes, compounded annually) of the total obligations of the lessee for rental
payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which
such lease has been extended); provided, however, that if such Sale/Leaseback Transaction results in a Capitalized Lease
Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of
"Capitalized Lease Obligation."
-4-
10 sur 129
15/11/2020 à 09:22