This statement constitutes Amendment No. 4 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
), as amended by Amendment No. 1 filed with the Securities and Exchange Commission on May 21, 2018 (
Amendment No. 1
), Amendment No. 2 filed with the Securities and Exchange
Commission on June 4, 2018 (Amendment No. 2) and Amendment No. 3 filed with the Securities and Exchange Commission on July 31, 2018 (together with the Initial Schedule 13D, Amendment No. 1 and Amendment No. 2, the
Schedule
13D
).
Item 4. Purpose of Transaction
Item 4 is hereby amended by deleting the fifth paragraph thereof and adding the following paragraphs before the last paragraph in Item 4:
On August 3, 2018, Staples and the Issuer entered into an Acceptable Confidentiality Agreement (as defined in the GPC Agreement) (the
NDA
). Pursuant to the NDA, the Issuer is not permitted without the prior consent of Staples to disclose any information that constitutes material, non-public information to Staples such that purchases or sales of securities of the
Issuer by Staples while in possession of such information would be unlawful under applicable United States federal securities laws by reason of Staples possession of such information.
Following the execution of the NDA, the Reporting Persons will seek to engage with representatives of the Issuer and its advisors to discuss Staples
proposal to acquire all of the remaining common stock of the Issuer not owned by the Reporting Persons. In addition, the Reporting Persons may engage in discussions with the Issuers management, members of the Issuers Board of Directors,
other stockholders of the Issuer and other relevant parties concerning the business, assets, capitalization, financial condition, operations, management, governance, strategy and future plans of the Issuer, which discussions may include proposing or
considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. There can be no assurance as to the outcome of any of the discussions referred to in this Schedule 13D.
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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