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Assets of Commercial Printing Company

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Assets of Commercial Printing Company



Price: Not Specified

Other Item Info
Item #: nysbke_301857
Created: 09/17/2020
Category: Business Property > All Assets or Going Concerns > General Industrials
Sale Date: None Set
Seller Info
Brian D. Glueckstein
Debtor's Attorney
125 Broad Street
New York, NY 10004
(212) 558-1635
Bankruptcy Info
Case #: 1:20-bk-10950
Case Title: LSC Communications, Inc.
Court: New York Southern Bankruptcy Court
Chapter: 11
View Case Docket

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Description

Sale of substantially all of assets of the LSC Communications, Inc. and its affiliated sellers (collectively the “Sellers”), which includes:

  • Accounts Receivable and Intracompany Loan Receivables;
  • Inventory;
  • Transferred Leased Property;
  • Transferred Owned Property;
  • Fixtures and Equipment, including Transferred IT Equipment;
  • Transferred Intellectual Property;
  • Each Seller Contract listed on Schedule 1.1(a)(vii)(A) and each Transferred Lease, other than the Rejected Identified Contracts and each Seller Contract listed on Schedule 1.1(a)(vii)(B) (such Contracts, collectively, the “Closing Assumed Contracts”), together with all outstanding purchase orders related thereto;
  • Each non-executory Seller Contract Related to the Business described in Schedule 1.1(a)(viii);
  • Each Additional Assumed Contract;
  • All of Sellers’ rights under confidentiality or non-disclosure agreements with respect to confidential treatment of information Related to the Business or the Transferred Assets and with respect to solicitation and hiring of Scheduled Employees;
  • The Books and Records, subject to Section 6.8, and the corporate charter, seal, minute books, stock record books and other similar documents relating to the organization, maintenance and existence of the Transferred Entities;
  • All Actions owned by or available to any Seller, including any Avoidance Action, (A) Related to the Business or related to the Transferred Assets, the Assumed Liabilities or the acquisition, ownership, management, operation, use, function or value of the Business or any Transferred Asset, (B) against any counterparty to a Closing Assumed Contract or Additional Assumed Contract, or any Affiliate of such counterparty or (C) against any current or former director, officer, manager, employee, contractor, consultant or advisor employed by or providing services to any Seller to the extent Related to the Business (such Actions, the “Assigned Actions”);
  • All Permits (including Environmental Permits), and all pending applications therefor, Related to the Business and necessary for the current operation and conduct of the Business, the Transferred Entities and Transferred Assets (the “Transferred Permits”);
  • Any interests, shares, securities or other investments set forth in Schedule 1.1(a)(xiv) (the “Investments”);
  • The Seller Plans set forth on Schedule 1.1(a)(xv), together with any additional Seller Plans designated by Buyer by providing written notice to Sellers not later than one calendar month prior to the expected Closing Date, and all rights and interests of any Seller thereunder, and any trusts, funding vehicles, insurance policies, administrative services agreements, files and records, and other assets related thereto to the extent Related to the Business or Continuing Employees (collectively, the “Transferred Seller Plans”);
  • Solely to the extent set forth in Section 1.11, the Pension Plan and all rights and interests of any Seller and any ERISA Affiliate of any Seller thereunder, and any trusts, funding vehicles, insurance policies, administrative services agreements, files and records, and other assets related thereto;

Asssts is more described from Page No. 13-16 on the attached PDF.


Additional Details

Purchase Price: The Purchase Agreement shall provide for aggregate consideration that consists of (i) an initial credit bid of obligations outstanding under the Prepetition Term Loan Facility in the amount of $20,488,711.94 (the “Term Loan Credit Bid Amount”), which Term Loan Credit Bid Amount may be increased as set forth below up to the full amount of obligations outstanding under the Prepetition Term Loan Facility (in the outstanding principal amount, including accrued interest, of $223,962,593.58 as of the Petition Date) (the “Maximum Term Loan Credit Bid Amount”) and an initial credit bid of obligations outstanding under the Prepetition Notes in the amount of $42,948,288.06 (the “Notes Credit Bid Amount,” and together with the Term Loan Credit Bid Amount, the “Credit Bid”), which Notes Credit Bid Amount may be increased as set forth below up to the full amount of obligations outstanding under the Prepetition Notes (in the outstanding principal amount, including accrued interest, of $469,468,750 as of the Petition Date) (the “Maximum Notes Credit Bid Amount” together with the Maximum Term Loan Credit Bid Amount, the “Maximum Credit Bid Amount”), (ii) a cash amount equal to the Final Cash Consideration, and (iii) the assumption of the Assumed Liabilities, including the Assumed Cure Costs.



Other Information

Terms and Conditions:

See Attached.


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