UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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)
September 14, 2018
(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 Rule13d-1(e),13d-1(f) or13d-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 Rule13d-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 person’s 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
4,203,631 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
4,203,631 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,203,631 | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
11.15% (1) | |||||
| 14 | Type of Reporting Person
OO | |||||
| (1) | Calculated based on 37,709,883 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of August 3, 2018, as reported in Essendant Inc.’s quarterly report on Form10-Q for the quarterly period ended June 30, 2018. |
2
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
4,203,631 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
4,203,631 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,203,631 | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
11.15% (1) | |||||
| 14 | Type of Reporting Person
CO | |||||
| (1) | Calculated based on 37,709,883 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of August 3, 2018, as reported in Essendant Inc.’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2018. |
3
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
4,203,631 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
4,203,631 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,203,631 | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
11.15% (1) | |||||
| 14 | Type of Reporting Person
OO | |||||
| (1) | Calculated based on 37,709,883 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of August 3, 2018, as reported in Essendant Inc.’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2018. |
4
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
4,203,631 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
4,203,631 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,203,631 | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
11.15% (1) | |||||
| 14 | Type of Reporting Person
OO | |||||
| (1) | Calculated based on 37,709,883 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of August 3, 2018, as reported in Essendant Inc.’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2018. |
5
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
4,203,631 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
4,203,631 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,203,631 | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
11.15% (1) | |||||
| 14 | Type of Reporting Person
PN | |||||
| (1) | Calculated based on 37,709,883 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of August 3, 2018, as reported in Essendant Inc.’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2018. |
6
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
4,203,631 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
4,203,631 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,203,631 | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
11.15% (1) | |||||
| 14 | Type of Reporting Person
OO | |||||
| (1) | Calculated based on 37,709,883 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of August 3, 2018, as reported in Essendant Inc.’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2018. |
7
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
4,203,631 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
4,203,631 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,203,631 | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
11.15% (1) | |||||
| 14 | Type of Reporting Person
OO | |||||
| (1) | Calculated based on 37,709,883 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of August 3, 2018, as reported in Essendant Inc.’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2018. |
8
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
4,203,631 | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
4,203,631 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,203,631 | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
11.15% (1) | |||||
| 14 | Type of Reporting Person
IN | |||||
| (1) | Calculated based on 37,709,883 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of August 3, 2018, as reported in Essendant Inc.’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2018. |
9
This statement constitutes Amendment No. 9 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”) and Amendment No. 8 filed with the SEC on September 11, 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, and Amendment No. 7, the “Schedule 13D”).
Item 4. Purpose of Transaction
Item 4 is hereby amended by adding the following paragraphs before the last paragraph in Item 4:
On September 14, 2018, following the three-day match period required under the terms of the GPC Agreement, the Issuer terminated the GPC Agreement in order to enter into the merger agreement with Staples pursuant to the September 9 Offer.
On September 14, 2018, the Issuer, Egg Parent Inc., a Delaware corporation (“Parent”), Egg Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of Parent (“Merger Sub”), and Staples, Inc., a Delaware corporation, entered into an Agreement and Plan of Merger (the “Staples Merger Agreement”) providing for the merger of Merger Sub with and into the Issuer (the “Merger”), with the Issuer surviving the merger as the surviving corporation. Pursuant to the Staples Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub is required to commence a tender offer to purchase all of the outstanding shares of the Issuer’s common stock, par value $0.10 per share, at a price per share of $12.80 (the “Offer Price”), net to the seller in cash, without interest and subject to any applicable tax deduction or withholding (the “Offer”). At the effective time of the Merger, each share of the Issuer’s common stock not purchased in the Offer (other than the shares of common stock held directly or indirectly by any of the Issuer’s wholly-owned subsidiaries or by Staples, Inc., Parent or any of its subsidiaries (including Merger Sub)) will be converted into the right to receive an amount, in cash and without interest, equal to the Offer Price. The foregoing description of the Staples Merger Agreement is qualified in its entirety by reference to the full text of the Staples Merger Agreement, a copy of which is filed as Exhibit 99.10 hereto and is incorporated herein by reference.
Also on September 14, 2018, Staples and the Issuer issued a joint press release announcing the termination of the GPC Agreement and the entry into the Staples Merger Agreement, a copy of such press release is attached hereto as Exhibit 99.11 and is incorporated herein by reference.
In light of the termination of the GPC Agreement, the entry into the Staples Merger Agreement and the cancellation of the Special Meeting of the Issuer, the Preliminary Proxy Statement is no longer relevant and accordingly, Staples is withdrawing its Preliminary Proxy Statement and related Soliciting Materials.
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. | |
| Exhibit 99.11 | Joint press release of Essendant Inc. and Staples, Inc., dated September 14, 2018. | |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: September 14, 2018
| 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 | 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. | |
| 99.11 | Joint press release of Essendant Inc. and Staples, Inc., dated September 14, 2018. | |
