This statement constitutes Amendment No. 11 to the Schedule 13D relating to the common stock, par value
$0.10 per share (the “
Common Stock
”), of Essendant Inc., a Delaware corporation (the “
Issuer
”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the “
SEC
”) on
May 16, 2018 (the “
Initial Schedule 13D
”), as amended by Amendment No. 1 filed with the SEC on May 21, 2018 (“
Amendment No. 1
”), Amendment No. 2 filed with the SEC on June 4, 2018 (“
Amendment
No. 2
”), Amendment No. 3 filed with the SEC on July 31, 2018 (“
Amendment No. 3
”), Amendment No. 4 filed with the SEC on August 7, 2018 (“
Amendment No. 4
”), Amendment No. 5 filed with the SEC
on August 8, 2018 (“
Amendment No. 5
”), Amendment No. 6 filed with the SEC on August 13, 2018 (“
Amendment No. 6
”), Amendment No. 7 filed with the SEC on September 4, 2018 (“
Amendment No. 7
”),
Amendment No. 8 filed with the SEC on September 11, 2018 (“
Amendment No. 8
”), Amendment No. 9 filed with the SEC on September 14, 2018 and Amendment No. 10 filed with the SEC on September 25, 2018 (together with the Initial Schedule
13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9 and Amendment No. 10, the “
Schedule 13D
”).
Item 4. Purpose of Transaction
Item 5.
Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 4, Item 5(a), (b) and (c) and Item 6 are hereby amended and supplemented by adding the following paragraphs at the end of each section thereof:
The Offer and all withdrawal rights thereunder expired at 6:00 p.m., New York City time, on January 30, 2019 (the “Expiration Time”). Equiniti
Trust Company, in its capacity as depositary for the Offer (the “Depositary”), has indicated that, as of the Expiration Time, a total of 25,794,684 shares of Common Stock were validly tendered and not properly withdrawn pursuant to the
Offer (excluding 901,097 shares of Common Stock tendered pursuant to guaranteed delivery procedures but not yet delivered), which represent, together with the 4,203,631 shares already owned by Parent, Merger Sub or any of their respective
“affiliates” (as defined by Section 251(h)(6) of the General Corporation Law of the State of Delaware (the “DGCL”)), approximately 79.7% of the outstanding shares of Common Stock. The number of shares of Common Stock tendered
satisfies the Minimum Condition (as defined in the Staples Merger Agreement). As the Minimum Condition and each of the other Offer Conditions (as defined in the Staples Merger Agreement) have been satisfied (or validly waived), Merger Sub has
accepted for payment all shares of Common Stock validly tendered and not properly withdrawn pursuant to the Offer and payment for such shares of Common Stock was made to the Depositary on January 31, 2019.
On January 31, 2019, Staples and the Issuer issued a joint press release announcing that Merger Sub had accepted for payment all shares of Common Stock that
were validly tendered and not properly withdrawn pursuant to the Offer in accordance with the terms of the Offer. A copy of the joint press release is attached hereto as Exhibit 99.15 and incorporated herein by reference.
On January 31, 2019, following consummation of the Offer, Merger Sub merged with and into the Issuer (the “Merger”), with the Issuer surviving as a
wholly owned subsidiary of Parent (the “Surviving Corporation”). The Merger was completed pursuant to Section 251(h) of the DGCL, with no vote of the stockholders of the Issuer required to consummate the Merger. Pursuant to the terms of
the Merger Agreement, all of the shares of Common Stock outstanding immediately prior to the effective time of the Merger (other than (i) shares of Common Stock owned, directly or indirectly, by Parent, the Issuer (including shares of Common Stock
held as treasury stock) or Merger Sub, (ii) the Issuer’s equity compensation and cash awards and (iii) shares of Common Stock owned by stockholders of the Issuer who have perfected their statutory rights of appraisal pursuant to Section 262 of
the DGCL) was converted automatically into the right to receive an amount in cash equal to the Offer Price, net to the seller in cash, without interest and subject to any applicable tax deduction or withholding.
The foregoing description of the Merger Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to
the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 17, 2018 and incorporated
herein by reference.
Promptly following the consummation of the Merger, Parent and Staples caused the Issuer to commence the process to delist the Shares
from the Nasdaq Global Select Market.
Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended and restated as follows:
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Exhibit 99.1
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Joint Filing Agreement, dated as of May 16, 2018, among Emu Investments LLC, Staples, Inc., Arch Investors L.P., SP GP (Cayman) Ltd., Sycamore Partners II, L.P., Sycamore Partners II GP, L.P., Sycamore Partners II GP, Ltd. and
Stefan L. Kaluzny (previously filed).
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Exhibit 99.2
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Trading data (previously filed).
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Exhibit 99.3
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Letter from Staples, Inc. to Essendant Inc. dated April 17, 2018 (previously filed).
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Exhibit 99.4
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Letter from Staples, Inc. to Essendant Inc. dated April 29, 2018 (previously filed).
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Exhibit 99.5
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Letter from Staples, Inc. to Essendant Inc. dated July 31, 2018 (previously filed).
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Exhibit 99.6
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Letter from Staples, Inc. to Essendant Inc. dated August 13, 2018 and enclosures therewith (previously filed).
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Exhibit 99.7
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Letter from Staples, Inc. to Essendant Inc. dated September 4, 2018 (previously filed).
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Exhibit 99.8
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Investor Presentation dated September 4, 2018 (previously filed).
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Exhibit 99.9
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Press release dated as of September 4, 2018 (previously filed).
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Exhibit 99.10
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Agreement and Plan of Merger, dated as of September 14, 2018, by and among Essendant Inc., Egg Parent Inc., Egg Merger Sub Inc. and Staples, Inc. (previously filed).
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Exhibit 99.11
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Joint press release of Essendant Inc. and Staples, Inc., dated September 14, 2018 (previously filed).
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Exhibit 99.12
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Offer to Purchase, dated as of September 24, 2018, incorporated herein by reference to Exhibit (a)(1)(A) to the Schedule TO filed by Staples, Inc. on September 24, 2018.
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Exhibit 99.13
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Letter of Transmittal, dated as of September 24, 2018, incorporated herein by reference to Exhibit (a)(1)(B) to the Schedule TO filed by Staples, Inc. on September 24, 2018.
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Exhibit 99.14
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Joint press release of Essendant Inc. and Staples, Inc., dated September 24, 2018, incorporated herein by reference to
Exhibit (a)(5)(B) to the Schedule TO filed by Staples, Inc. on September 24,
2018.
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Exhibit 99.15
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Joint press release of Essendant Inc. and Staples, Inc., dated January 31, 2019, incorporated by reference to Exhibit (a)(5)(Y) to the Schedule TO filed by Staples, Inc. on January 31, 2019.
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