Filing Details

Accession Number:
0001193125-19-026035
Form Type:
13D Filing
Publication Date:
2019-02-01 17:32:33
Filed By:
Staples Inc
Company:
Essendant Inc (NASDAQ:ESND)
Filing Date:
2019-02-04
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Emu Investments 0 29,998,315 0 29,998,315 29,998,315 79.7%
Staples, Inc 0 29,998,315 0 29,998,315 29,998,315 79.7%
Arch Investors 0 29,998,315 0 29,998,315 29,998,315 79.7%
SP GP (Cayman) Ltd 0 29,998,315 0 29,998,315 29,998,315 79.7%
Sycamore Partners II 0 29,998,315 0 29,998,315 29,998,315 79.7%
Sycamore Partners II GP 0 29,998,315 0 29,998,315 29,998,315 79.7%
Sycamore Partners II GP, Ltd 0 29,998,315 0 29,998,315 29,998,315 79.7%
Stefan L. Kaluzny 29,998,315 0 29,998,315 0 29,998,315 79.7%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 11)

 

 

Essendant Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

296689102

(CUSIP Number)

Sean D. Rodgers, P.C.

Laura Sullivan

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

212-446-4600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 31, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

 

*

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


SCHEDULE 13D

 

CUSIP No. 296689102  

 

  1   

Name of Reporting Person

 

Emu Investments LLC

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

AF

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

29,998,315

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

29,998,315

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

29,998,315

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

79.7% (1)

14  

Type of Reporting Person

 

OO

 

(1)

Calculated based on 37,644,198 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of September 5, 2018, as set forth in the Staples Merger Agreement (as defined below).


SCHEDULE 13D

 

CUSIP No. 296689102  

 

  1   

Name of Reporting Person

 

Staples, Inc.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

WC

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

29,998,315

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

29,998,315

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

29,998,315

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

79.7% (1)

14  

Type of Reporting Person

 

CO

 

(1)

Calculated based on 37,644,198 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of September 5, 2018, as set forth in the Staples Merger Agreement (as defined below).


SCHEDULE 13D

 

CUSIP No. 296689102  

 

  1   

Name of Reporting Person

 

Arch Investors L.P.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

OO

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

29,998,315

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

29,998,315

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

29,998,315

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

79.7% (1)

14  

Type of Reporting Person

 

OO

 

(1)

Calculated based on 37,644,198 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of September 5, 2018, as set forth in the Staples Merger Agreement (as defined below).


SCHEDULE 13D

 

CUSIP No. 296689102  

 

  1   

Name of Reporting Person

 

SP GP (Cayman) Ltd.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

OO

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

29,998,315

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

29,998,315

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

29,998,315

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

79.7% (1)

14  

Type of Reporting Person

 

OO

 

(1)

Calculated based on 37,644,198 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of September 5, 2018, as set forth in the Staples Merger Agreement (as defined below).


SCHEDULE 13D

 

CUSIP No. 296689102  

 

  1   

Name of Reporting Person

 

Sycamore Partners II, L.P.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

OO

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

29,998,315

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

29,998,315

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

29,998,315

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

79.7% (1)

14  

Type of Reporting Person

 

PN

 

(1)

Calculated based on 37,644,198 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of September 5, 2018, as set forth in the Staples Merger Agreement (as defined below).


SCHEDULE 13D

 

CUSIP No. 296689102  

 

  1   

Name of Reporting Person

 

Sycamore Partners II GP, L.P.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

NA

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

29,998,315

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

29,998,315

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

29,998,315

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

79.7% (1)

14  

Type of Reporting Person

 

OO

 

(1)

Calculated based on 37,644,198 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of September 5, 2018, as set forth in the Staples Merger Agreement (as defined below).


SCHEDULE 13D

 

CUSIP No. 296689102  

 

  1   

Name of Reporting Person

 

Sycamore Partners II GP, Ltd.

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

NA

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7    

Sole Voting Power

 

0

     8   

Shared Voting Power

 

29,998,315

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

29,998,315

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

29,998,315

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

79.7% (1)

14  

Type of Reporting Person

 

OO

 

(1)

Calculated based on 37,644,198 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of September 5, 2018, as set forth in the Staples Merger Agreement (as defined below).


SCHEDULE 13D

 

CUSIP No. 296689102  

 

  1   

Name of Reporting Person

 

Stefan L. Kaluzny

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☒

 

  3  

SEC Use Only

 

  4  

Source of Funds

 

OO

  5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  6  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7    

Sole Voting Power

 

29,998,315

     8   

Shared Voting Power

 

0

     9   

Sole Dispositive Power

 

29,998,315

   10   

Shared Dispositive Power

 

0

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

29,998,315

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13  

Percent of Class Represented by Amount in Row (11)

 

79.7% (1)

14  

Type of Reporting Person

 

IN

 

(1)

Calculated based on 37,644,198 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of September 5, 2018, as set forth in the Staples Merger Agreement (as defined below).


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 Issuers 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 Issuers 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:

 

Exhibit 99.1    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).
Exhibit 99.2    Trading data (previously filed).
Exhibit 99.3    Letter from Staples, Inc. to Essendant Inc. dated April 17, 2018 (previously filed).
Exhibit 99.4    Letter from Staples, Inc. to Essendant Inc. dated April 29, 2018 (previously filed).
Exhibit 99.5    Letter from Staples, Inc. to Essendant Inc. dated July 31, 2018 (previously filed).
Exhibit 99.6    Letter from Staples, Inc. to Essendant Inc. dated August 13, 2018 and enclosures therewith (previously filed).
Exhibit 99.7    Letter from Staples, Inc. to Essendant Inc. dated September 4, 2018 (previously filed).
Exhibit 99.8    Investor Presentation dated September 4, 2018 (previously filed).
Exhibit 99.9    Press release dated as of September 4, 2018 (previously filed).
Exhibit 99.10    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).
Exhibit 99.11    Joint press release of Essendant Inc. and Staples, Inc., dated September 14, 2018 (previously filed).
Exhibit 99.12    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.
Exhibit 99.13    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.
Exhibit 99.14    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.
Exhibit 99.15    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.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: February 1, 2019

 

EMU INVESTMENTS LLC
By:  

/s/ Stefan L. Kaluzny

  Stefan L. Kaluzny
  Chief Executive Officer
STAPLES, INC.
By:  

/s/ Stefan L. Kaluzny

  Stefan L. Kaluzny
  Director
ARCH INVESTORS L.P.
By:   SP GP (Cayman) Ltd.,
  its General Partner
By:  

/s/ Stefan L. Kaluzny

  Stefan L. Kaluzny
  Director
SP GP (CAYMAN) LTD.
By:  

/s/ Stefan L. Kaluzny

  Stefan L. Kaluzny
  Director
SYCAMORE PARTNERS II, L.P.
By:   Sycamore Partners II GP, L.P.,
  its General Partner
By:   Sycamore Partners II GP, Ltd.,
  its General Partner
By:  

/s/ Stefan L. Kaluzny

  Stefan L. Kaluzny
  Director
SYCAMORE PARTNERS II GP, L.P.
By:   Sycamore Partners II GP, Ltd.,
  its General Partner
By:  

/s/ Stefan L. Kaluzny

  Stefan L. Kaluzny
  Director

SYCAMORE PARTNERS II GP, LTD.
By:  

/s/ Stefan L. Kaluzny

  Stefan L. Kaluzny
  Director

 

/s/ Stefan L. Kaluzny

STEFAN L. KALUZNY

EXHIBIT INDEX

 

Exhibit

No.

  

Description

99.1    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).
99.2    Trading data (previously filed).
99.3    Letter from Staples, Inc. to Essendant Inc. dated April 17, 2018 (previously filed).
99.4    Letter from Staples, Inc. to Essendant Inc. dated April 29, 2018 (previously filed).
99.5    Letter from Staples, Inc. to Essendant Inc. dated July 31, 2018 (previously filed).
99.6    Letter from Staples, Inc. to Essendant Inc. dated August 13, 2018 and enclosures therewith (previously filed).
99.7    Letter from Staples, Inc. to Essendant Inc. dated September 4, 2018 (previously filed).
99.8    Investor Presentation dated September 4, 2018 (previously filed).
99.9    Press release dated as of September 4, 2018 (previously filed).
99.10    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).
99.11    Joint press release of Essendant Inc. and Staples, Inc., dated September 14, 2018 (previously filed).
99.12    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.
99.13    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.
99.14    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.
99.15    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.