Amended Statement of Beneficial Ownership (sc 13d/a)
May 21 2018 - 5:10PM
Edgar (US Regulatory)
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. 1)
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)
May 17, 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).
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SCHEDULE 13D
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1
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Name of
Reporting Person
Emu Investments LLC
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2
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|
Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
|
3
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SEC Use Only
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4
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Source of Funds
AF
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of
Organization
Delaware
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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
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|
Shared Dispositive Power
4,203,631
|
11
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|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,203,631
|
12
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|
Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares
☐
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13
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|
Percent of Class Represented by
Amount in Row (11)
11.16% (1)
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14
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|
Type of Reporting Person
OO
|
(1)
|
Calculated based 37,656,113 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of April 20, 2018, as reported in Essendant Inc.s quarterly report on Form
10-Q
for the quarterly period ended March 31, 2018.
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2
SCHEDULE 13D
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1
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Name of
Reporting Person
Staples, Inc.
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2
|
|
Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
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3
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SEC Use Only
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4
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Source of Funds
WC
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6
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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
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12
|
|
Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares
☐
|
13
|
|
Percent of Class Represented by
Amount in Row (11)
11.16% (1)
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14
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Type of Reporting Person
CO
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(1)
|
Calculated based 37,656,113 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of April 20, 2018, as reported in Essendant Inc.s quarterly report on Form 10-Q for the quarterly
period ended March 31, 2018.
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3
SCHEDULE 13D
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1
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Name of
Reporting Person
Arch Investors L.P.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6
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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)
11.16% (1)
|
14
|
|
Type of Reporting Person
OO
|
(1)
|
Calculated based 37,656,113 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of April 20, 2018, as reported in Essendant Inc.s quarterly report on Form 10-Q for the quarterly
period ended March 31, 2018.
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4
SCHEDULE 13D
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1
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Name of
Reporting Person
SP GP (Cayman) Ltd.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of
Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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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)
11.16% (1)
|
14
|
|
Type of Reporting Person
OO
|
(1)
|
Calculated based 37,656,113 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of April 20, 2018, as reported in Essendant Inc.s quarterly report on Form 10-Q for the quarterly
period ended March 31, 2018.
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5
SCHEDULE 13D
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1
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Name of
Reporting Person
Sycamore Partners II, L.P.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
|
3
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SEC Use Only
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4
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Source of Funds
OO
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5
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|
Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6
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|
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)
11.16% (1)
|
14
|
|
Type of Reporting Person
PN
|
(1)
|
Calculated based 37,656,113 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of April 20, 2018, as reported in Essendant Inc.s quarterly report on Form 10-Q for the quarterly
period ended March 31, 2018.
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6
SCHEDULE 13D
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1
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Name of
Reporting Person
Sycamore Partners II GP, L.P.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
|
3
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SEC Use Only
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4
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Source of Funds
NA
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
|
6
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|
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)
11.16% (1)
|
14
|
|
Type of Reporting Person
OO
|
(1)
|
Calculated based 37,656,113 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of April 20, 2018, as reported in Essendant Inc.s quarterly report on Form 10-Q for the quarterly
period ended March 31, 2018.
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7
SCHEDULE 13D
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1
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Name of
Reporting Person
Sycamore Partners II GP, Ltd.
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2
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|
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
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|
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)
11.16% (1)
|
14
|
|
Type of Reporting Person
OO
|
(1)
|
Calculated based 37,656,113 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of April 20, 2018, as reported in Essendant Inc.s quarterly report on Form 10-Q for the quarterly
period ended March 31, 2018.
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8
SCHEDULE 13D
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1
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Name of
Reporting Person
Stefan L. Kaluzny
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
|
3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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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)
11.16% (1)
|
14
|
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Type of Reporting Person
IN
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(1)
|
Calculated based 37,656,113 shares of common stock, par value $0.10 per share of Essendant Inc., outstanding as of April 20, 2018, as reported in Essendant Inc.s quarterly report on Form 10-Q for the quarterly
period ended March 31, 2018.
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9
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CUSIP No. 296689102
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SCHEDULE 13D
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This statement constitutes Amendment No. 1 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 on May 16, 2018 (the
Initial
Schedule 13D
or the
Schedule 13D
).
Item 1. Security and Issuer
Item 1 is hereby amended by amending and restating the second paragraph as follows:
As of May 17, 2018, the Reporting Persons (defined below) beneficially owned an aggregate of 4,203,631 shares of Common Stock, representing approximately
11.16% of the outstanding shares of Common Stock of the Issuer.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by amending and restating it in its entirety as follows:
As of May 17, 2018, Emu had invested approximately $39,926,608.64 (exclusive of brokerage commissions) to purchase the 4,203,631 shares of Common Stock
it owns. Emu obtained such funds through cash on hand of Staples.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended by amending and restating the first two paragraphs as follows:
(a) , (b) Based upon the Issuers quarterly report on Form
10-Q
for the quarterly period ended March 31,
2018, there were 37,656,113 shares of the Common Stock outstanding as of April 20, 2018.
Based on the foregoing, as of May 17, 2018, the
4,203,631 shares of the Common Stock (the
Subject Shares
) beneficially owned by the Reporting Persons represent approximately 11.16% of the shares of the Common Stock issued and outstanding. Such 4,203,631 shares of the Common
Stock are directly owned by Emu.
Item 5(c) is hereby amended by amending and restating the first paragraph as follows:
(c) Exhibit 99.2, which is incorporated by reference into this Item 5(c) as if restated in full, describes all of the transactions in shares of Common Stock
that were effected in the past sixty days by the Reporting Persons. Except as set forth in Exhibit 99.2 attached hereto, within the last 60 days, no reportable transactions were effected by any Reporting Person. As described on Exhibit 99.2, no
Reporting Person has transacted in shares of Common Stock since May 17, 2018.
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 (filed herewith).
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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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10
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: May 21, 2018
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EMU INVESTMENTS LLC
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By:
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/s/ Stefan L. Kaluzny
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Stefan L. Kaluzny
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Chief Executive Officer
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STAPLES, INC.
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By:
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/s/ Stefan L. Kaluzny
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Stefan L. Kaluzny
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Director
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ARCH INVESTORS L.P.
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By:
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SP GP (Cayman) Ltd.,
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its General Partner
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By:
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/s/ Stefan L. Kaluzny
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Stefan L. Kaluzny
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Director
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SP GP (CAYMAN) LTD.
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By:
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/s/ Stefan L. Kaluzny
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Stefan L. Kaluzny
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Director
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SYCAMORE PARTNERS II, L.P.
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By:
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Sycamore Partners II GP, L.P.,
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its General Partner
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By:
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Sycamore Partners II GP, Ltd.,
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its General Partner
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By:
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/s/ Stefan L. Kaluzny
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Stefan L. Kaluzny
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Director
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11
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SYCAMORE PARTNERS II GP, L.P.
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By:
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Sycamore Partners II GP, Ltd.,
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its General Partner
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By:
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/s/ Stefan L. Kaluzny
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Stefan L. Kaluzny
|
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Director
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SYCAMORE PARTNERS II GP, LTD.
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By:
|
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/s/ Stefan L. Kaluzny
|
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Stefan L. Kaluzny
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Director
|
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/
s/ Stefan L. Kaluzny
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STEFAN L. KALUZNY
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12
EXHIBIT INDEX
|
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Exhibit
|
|
Description
|
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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).
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99.2
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Trading data (filed herewith).
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99.3
|
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Letter from Staples, Inc. to Essendant Inc. dated April 17, 2018 (previously filed).
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99.4
|
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Letter from Staples, Inc. to Essendant Inc. dated April 29, 2018 (previously filed).
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13
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