Quad/Graphics Enters Material Definitive Agreement

TL;DR

Quad/Graphics just signed a big deal, likely a new loan or debt agreement.

AI Summary

On October 18, 2024, Quad/Graphics, Inc. entered into a material definitive agreement related to a financial obligation. The company, incorporated in Wisconsin with its principal executive offices in Sussex, WI, filed this Form 8-K to report this event.

Why It Matters

This filing indicates a significant financial commitment or obligation for Quad/Graphics, Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements, especially those involving financial obligations, can introduce financial risks and impact the company's balance sheet.

Key Players & Entities

• Quad/Graphics, Inc. (company) — Registrant
• October 18, 2024 (date) — Date of earliest event reported
• Wisconsin (location) — State of incorporation
• Sussex, Wisconsin (location) — Address of principal executive offices
• 414-566-6000 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.025 — tered Class A Common Stock, par value $0.025 per share QUAD The New York Stock Excha
• $342.5 million — existing revolving credit facility from $342.5 million to $324.6 million, and extend the matur
• $324.6 m — credit facility from $342.5 million to $324.6 million, and extend the maturity of a por
• $17.7 million — the revolving credit facility such that $17.7 million under the revolving credit facility wil
• $306.9 million — 2026 (the "Existing Maturity Date") and $306.9 million under the revolving credit facility wil
• $14.5 million — e existing term loan facility such that $14.5 million of such term loan facility will be due
• $351.3 million — e due on the Existing Maturity Date and $351.3 million will be due on the Extended Maturity Da

Filing Documents

• quad-20241018.htm (8-K) — 35KB
• exhibit4-quad2024amendment.htm (EX-4) — 3201KB
• exhibit99-10182024creditag.htm (EX-99) — 17KB
• image_1a.jpg (GRAPHIC) — 7KB
• image_463a.jpg (GRAPHIC) — 19KB
• quad-20241018_g1.jpg (GRAPHIC) — 32KB
• updatedquadlogo2023a.jpg (GRAPHIC) — 32KB
• 0001481792-24-000036.txt ( ) — 3910KB
• quad-20241018.xsd (EX-101.SCH) — 2KB
• quad-20241018_lab.xml (EX-101.LAB) — 21KB
• quad-20241018_pre.xml (EX-101.PRE) — 12KB
• quad-20241018_htm.xml (XML) — 3KB

01 . Entry into a Material Definitive Agreement

Item 1.01 . Entry into a Material Definitive Agreement. Quad/Graphics, Inc. (the "Company") completed the ninth amendment (the "Amendment") to the Company's April 28, 2014 Senior Secured Credit Facility on October 18, 2024. The Senior Secured Credit Facility was amended to (a) reduce the aggregate amount of the existing revolving credit facility from $342.5 million to $324.6 million, and extend the maturity of a portion of the revolving credit facility such that $17.7 million under the revolving credit facility will be due on the existing maturity date of November 2, 2026 (the "Existing Maturity Date") and $306.9 million under the revolving credit facility will be due on October 18, 2029 (the "Extended Maturity Date"); (b) extend the maturity of a portion of the existing term loan facility such that $14.5 million of such term loan facility will be due on the Existing Maturity Date and $351.3 million will be due on the Extended Maturity Date; (c) make certain adjustments to pricing, including an increase of 0.50% to the interest rate margin applicable to the loans maturing on the Extended Maturity Date; and (d) modify certain financial and operational covenants. The following amendments were made to the quarterly financial covenants to which the Company is subject (all financial terms, numbers and ratios are as defined in the Senior Secured Credit Facility, as amended by the ninth amendment): On a rolling twelve-month basis, the Total Leverage Ratio, defined as consolidated total indebtedness to consolidated EBITDA, shall not exceed 3.50 to 1.00 for the quarter ended September 30, 2024 and each quarter thereafter. On a rolling four-quarter basis, the Senior Secured Leverage Ratio, defined as the ratio of consolidated senior secured net indebtedness to consolidated EBITDA, shall not exceed 3.00 to 1.00 for the quarter ended September 30, 2024 and each quarter thereafter. The Senior Secured Credit Facility remains secured by substantially all of the unencumbe

01 . Financial Statements and Exhibits

Item 9.01 . Financial Statements and Exhibits . (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits . The exhibits listed in the exhibit index below are being filed herewith: EXHIBIT INDEX Exhibit Number (4) Amendment No. 9, dated as of October 18, 2024, to Second Amended and Restated Credit Agreement, dated as of April 28, 2014, by and among Quad/Graphics, Inc., as the Borrower, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. (99) Press Release of Quad/Graphics, Inc., dated October 21, 2024. 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 23, 2024 QUAD/GRAPHICS, INC. By: /s/ Dana B. Gruen Name: Dana B. Gruen Title: General Counsel, Corporate Secretary and Chief Risk & Compliance Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR