Filing Details
- Accession Number:
- 0001193125-18-265600
- Form Type:
- 13D Filing
- Publication Date:
- 2018-09-04 09:21:09
- Filed By:
- Staples Inc
- Company:
- Essendant Inc (NASDAQ:ESND)
- Filing Date:
- 2018-09-04
- SEC Url:
- 13D Filing
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 | 4,203,631 | 0 | 4,203,631 | 4,203,631 | 11.15% |
| Staples, Inc | 0 | 4,203,631 | 0 | 4,203,631 | 4,203,631 | 11.15% |
| Arch Investors | 0 | 4,203,631 | 0 | 4,203,631 | 4,203,631 | 11.15% |
| SP GP (Cayman) Ltd | 0 | 4,203,631 | 0 | 4,203,631 | 4,203,631 | 11.15% |
| Sycamore Partners II | 0 | 4,203,631 | 0 | 4,203,631 | 4,203,631 | 11.15% |
| Sycamore Partners II GP | 0 | 4,203,631 | 0 | 4,203,631 | 4,203,631 | 11.15% |
| Sycamore Partners II GP, Ltd | 0 | 4,203,631 | 0 | 4,203,631 | 4,203,631 | 11.15% |
| Stefan L. Kaluzny | 4,203,631 | 0 | 4,203,631 | 0 | 4,203,631 | 11.15% |
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. 7)
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 4, 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 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
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. |
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. 7 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) and Amendment No. 6 filed with the SEC on August 13, 2018 (together with the Initial Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, 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 4, 2018, the Reporting Persons filed a preliminary proxy statement (the Preliminary Proxy Statement) and accompanying gold proxy card with the SEC in connection with the Issuers special meeting of stockholders to be held on October 5, 2018 (the Special Meeting). The Reporting Persons intend to file a definitive proxy statement and accompanying gold proxy card to be used to solicit proxies against each of the Issuers proposals at the Special Meeting, including the share issuance in connection with the GPC Agreement.
On September 4, 2018, Staples delivered a letter (the September Letter) to the President and Chief Executive Officer and Board of Directors of the Issuer that included the Investor Presentation (as defined below) in support of its proposal to acquire all of the remaining Common Stock of the Issuer not owned by the Reporting Persons.
The foregoing description of the September Letter is qualified in its entirety by reference to the full text of the September Letter and such enclosures, a copy of which is attached hereto as Exhibit 99.7 and is incorporated herein by reference. The Investor Presentation enclosed therewith is separately filed as Exhibit 99.8.
On September 4, 2018, the Reporting Persons issued an investor presentation (the Investor Presentation) urging stockholders of the Issuer to vote AGAINST each of the Issuers proposals at the Special Meeting, including the share issuance in connection with the GPC Agreement.
The foregoing description of the Investor Presentation is qualified in its entirety by reference to the full text of the Investor Presentation, a copy of which is attached hereto as Exhibit 99.8 and is incorporated herein by reference.
On September 4, 2018, the Reporting Persons issued a press release announcing the filing of the Preliminary Proxy Statement, the issuance of the Investor Presentation and related matters, a copy of which is filed as Exhibit 99.9 hereto, and which is incorporated by reference.
STAPLES, INC. (STAPLES) INTENDS TO FILE WITH THE SEC A DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING GOLD PROXY CARD TO BE USED TO SOLICIT PROXIES IN CONNECTION WITH THE SPECIAL MEETING. INFORMATION RELATING TO STAPLES AND THE OTHER PARTICIPANTS IN SUCH PROXY SOLICITATION HAS BEEN INCLUDED IN THE PRELIMINARY PROXY STATEMENT. STOCKHOLDERS ARE ADVISED TO READ THE PRELIMINARY PROXY STATEMENT AND ANY OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY THE REPORTING PERSONS FROM THE STOCKHOLDERS OF THE ISSUER IN CONNECTION WITH THE SPECIAL MEETING BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. THESE MATERIALS AND OTHER MATERIALS FILED BY THE SUCH PARTICIPANTS IN CONNECTION WITH THE SOLICITATION OF PROXIES WILL BE AVAILABLE AT NO CHARGE AT THE SECS WEBSITE AT WWW.SEC.GOV AND WILL ALSO BE AVAILABLE, WITHOUT CHARGE, ON REQUEST FROM THE SUCH PARTICIPANTS PROXY SOLICITOR, D.F. KING & CO., INC., AT 800-870-0126 OR VIA EMAIL AT STAPLES@DFKING.COM.
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. | |
| Exhibit 99.8 | Investor Presentation dated September 4, 2018. | |
| Exhibit 99.9 | Press release dated as of September 4, 2018. | |
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: September 4, 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. | |
| 99.8 | Investor Presentation dated September 4, 2018. | |
| 99.9 | Press release dated as of September 4, 2018. | |