ESND Essendant Inc.

PROPOSAL 1: SHARE ISSUANCE PROPOSAL

You are being asked by Essendant to approve the issuance of Shares in connection with the Merger. In accordance with Nasdaq Marketplace Rules, the Delaware General Corporation Law (the “ DGCL ”) and Essendant’s organizational documents, Essendant is required to obtain stockholder approval of the Share Issuance. For the reasons discussed below, we oppose the Share Issuance Proposal. To that end, we are soliciting your proxy to vote “ AGAINST ” the Share Issuance Proposal.

We recommend that you demonstrate your opposition to the Share Issuance and send a message to the Board that the proposed Share Issuance is not in the best interest of Essendant stockholders by signing, dating and returning the enclosed GOLD proxy card as soon as possible. You may also vote via the Internet or by telephone at any time before 11:59 p.m. Eastern time on October 4, 2018 by following the instructions on your GOLD voting information card.

Reasons to Vote “AGAINST” the Merger Proposals

The Participants believe that the proposed Share Issuance and Merger would result in an inferior outcome for Essendant stockholders, relative to the Staples Proposal, and that it is in the best interests of Essendant and its stockholders to terminate the Merger Agreement and instead engage in discussions with Staples regarding its proposal, which the Participants believe, if consummated, would deliver significantly more value and certainty than the proposed Merger.

The Participants are also confident that the transaction contemplated by the Staples Proposal will receive regulatory approval. Failure to secure regulatory approval for the proposed Merger with the SPR Business would, we believe, have a dramatic negative impact on Essendant’s stock price. On April 11, 2018, one day prior to announcing the proposed Merger, Essendant was trading at an Enterprise Value to Last Twelve Months Adjusted EBITDA (“ LTM EV/EBITDA ”) multiple of 6.9x. Applying this 6.9x multiple to Essendant’s $96 million of Last Twelve Months Adjusted EBITDA for the period ending June 30, 2018, the Participants believe Essendant’s stock would trade below $5 per share should the transaction with GPC not receive regulatory approval. In light of this significant risk, the Participants believe the Board’s continued support of the proposed Merger with the SPR Business, to the exclusion of the Staples Proposal, is unwarranted and disserves Essendant stockholders.

The Participants believe that Essendant’s current trading levels are inflated due to speculation about Staples’ interest and that Essendant’s investors valued the Merger below $10 per share. Between the announcement date of the Merger, April 12, 2018, and April 26, 2018, when the Participants began accumulating shares, Essendant’s shares never traded above $10 per share.

Furthermore, the Participants believe that a combination of Essendant with the SPR Business exposes Essendant stockholders to continued industry challenges as well as years of execution and operational risks compounding a track record of underperformance and missed goals. Essendant’s core product categories are facing secular declines, with almost 50% of net sales in categories that are expected to experience continued negative growth going forward (including technology products, office products and cut sheet paper). The Participants believe these same forces resulted in years of actual financial results below Essendant’s public guidance for sales and earnings per share.

When reviewing the combined Adjusted EBITDA profile of Essendant and the SPR Business, which is expected to decline significantly between 2017 and 2020 in the case of S.P. Richards, the Participants see no basis to believe the Merger will trade at an 8.0x LTM EV/EBITDA multiple as has been suggested by GPC. Essendant’s one-year and two-year historical average daily LTM EV/EBITDA trading multiples as of April 11, 2018 were 6.9x and 6.7x, respectively. In addition, the Participants believe that the projected synergies contemplated as a result of the merger involve substantial execution risk and that there is significant downside if management fails to meet its cost cutting expectations. Applying an LTM EV/EBITDA multiple range of 6.5x to 7.0x to Essendant

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and the SPR Business’ combined Adjusted EBITDA, modified to reflect the amount of synergies the Participants believe will be realized in the first year after completion of the Merger, results in a pro forma share price, which, when discounted by 12 months at an illustrative 10% cost of equity, implies an approximately $9-$11 per share valuation of Essendant pro forma for completion of the Merger. Notably, this analysis assumes management’s unrealistic assumptions about performance of the core business and synergy realization.

Staples’ cash offer of $11.50 per share represents a superior value for Essendant stockholders and offers greater certainty of value. The Staples Proposal also offers greater certainty of closing than the Merger, due to the Merger’s high degree of antitrust risk. Staples has also proposed a $20 million termination fee payable by Staples to Essendant in the event the transaction with Staples was terminated due to a failure to receive antitrust clearance. Staples has no further due diligence requirements, and has proposed a merger agreement on the same or more favorable terms to Essendant than the Merger, which Staples is prepared to execute. Staples has also secured fully-committed financing to fund its acquisition of Essendant (the documentation for which has already been provided to Essendant’s management and board). The cash offer of $11.50 per share represents a 36% premium to Essendant’s closing stock price on April 11, 2018, the day prior to the announcement of the Merger, and 7.9x Enterprise Value to 2017 Adjusted EBITDA multiple, a 1.2x multiple premium to the 2-year historical average daily LTM EV/EBITDA multiple of Essendant as of April 11, 2018.

Accordingly, the Participants do not support and urge their fellow stockholders to not support the Merger which the Participants believe would result in an inferior outcome for Essendant stockholders, relative to the Staples Proposal. The Participants believe that it is in the best interests of our fellow stockholders that management engage in discussions with Staples regarding a transaction that, if consummated, would deliver significantly more value and greater certainty to Essendant stockholders as compared to the Merger. In order for management to engage in discussions with Staples regarding its proposal for a transaction with Essendant, the Participants recommend that you vote “ AGAINST ” the Merger Proposals.

Other than soliciting your vote “ AGAINST ” the Merger Proposals, we currently do not intend to make any other proposals in person at the Special Meeting regarding the Merger, although we reserve the right to make additional proposals at a later meeting of stockholders or through a separate consent solicitation.

We urge stockholders to vote “ AGAINST ” the Share Issuance Proposal on the GOLD proxy card.

Consequences of Defeating the Proposed Merger

The closing of the Merger is expressly conditioned on the approval of the Share Issuance by stockholders of the Company. If, after final adjournment of the Special Meeting at which a vote of Essendant stockholders has been taken in accordance with the Merger Agreement, the stockholders of Essendant fail to approve the Share Issuance, then the conditions to the closing of the Merger will not be satisfied and either Essendant or GPC may terminate the Merger Agreement.

Pursuant to the terms of the Merger Agreement, if the Merger Agreement is terminated because Essendant stockholders fail to approve the Share Issuance at the meeting of Essendant stockholders, Essendant will be required to reimburse GPC in cash for all out-of-pocket fees and expenses actually incurred or accrued by GPC and its affiliates in connection with the Transactions, up to a maximum of $3,000,000 in the aggregate. Payment of the expense reimbursements by Essendant does not affect GPC’s right to receive any applicable termination fee, but does reduce on a dollar-for-dollar basis any termination fee that becomes payable.

Pursuant to the terms of the Merger Agreement, upon termination of the Merger Agreement under specified circumstances, a termination fee of $12,000,000 (the “ Termination Fee ”) is payable by or on behalf of Essendant to GPC. The circumstances under which this Termination Fee is payable include:

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Staples has indicated it would be willing to fund the Termination Fee should Essendant become obligated to pay such amount to GPC upon termination of the existing Merger Agreement in order to enter into a definitive agreement with Staples.

In addition, if the Merger Agreement is terminated under any of the circumstances listed below, (1) prior to the termination of the Merger Agreement, a Competing Essendant Transaction (as defined herein) is publicly announced or otherwise communicated to the Essendant Board of Directors or management and not withdrawn and (2) on or prior to the date that is 12 months after the date of termination, Essendant enters into a Competing Essendant Transaction or consummates a Competing Essendant Transaction (whether or not the applicable Competing Essendant Transaction is the same as the original Competing Essendant Transaction publicly announced or publicly known), provided that solely for purpose of this provision, references to “20 percent” in the definition of Competing Essendant Transaction will be deemed to refer to “50 percent,” then Essendant must pay GPC the Termination Fee, less any expenses previously reimbursed by Essendant:

The Merger Agreement provides that the term “Competing Essendant Transaction” means any transaction or series of related transactions (other than the Merger) that constitutes:

If Essendant fails to pay the $12,000,000 termination fee described above when due, the amount of such payment will be increased to include the costs of all expenses incurred or accrued by GPC and SpinCo (including fees and

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expenses of counsel) in connection with the collection under and enforcement of the terms of the Merger Agreement, together with interest on the unpaid termination fee. Payment of the fees and expenses described in this section will not be in lieu of any damages incurred in the event of breach of the Merger Agreement.

Vote Required

According to the Essendant Proxy Statement, the approval of the Share Issuance Proposal affirmative vote of a majority of the votes cast by the holders of the Shares of Essendant common stock present in person or represented by proxy at the Special Meeting at which a quorum is present. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the vote for the Share Issuance Proposal.

For these reasons, among others, we urge stockholders to vote “ AGAINST ” the Share Issuance Proposal to make sure their voices are heard.

We urge you to sign, date and return our GOLD proxy card. WE URGE YOU NOT TO SIGN ANY WHITE PROXY CARD SENT TO YOU BY THE COMPANY. If you have already voted using the Company’s white proxy card, you have every right to change your vote by completing and mailing the enclosed GOLD proxy card in the enclosed pre-paid envelope or by voting via Internet or by telephone by following the instructions on the GOLD proxy card. Only the latest validly executed proxy that you submit will be counted; any proxy may be revoked at any time prior to its exercise at the Special Meeting by following the instructions under “Can I change my vote or revoke my proxy?” If you have any questions or require any assistance with voting your Shares, please contact our proxy solicitor, D.F. King & Co., Inc., at the phone numbers or email address listed below.

D. F. King & Co., Inc. 48 Wall Street, 22nd Floor New York, NY 10005 800-870-0126 (Call Toll Free) 212-269-5550 (Call Collect)

staples@dfking.com

We Recommend a Vote “ AGAINST ” the Share Issuance Proposal on the GOLD proxy card.

the Merger. For the reasons discussed above in “Reasons to Vote against the Merger Proposals,” we oppose the proposed Merger. To that end, we are soliciting your proxy to vote “ AGAINST ” the Advisory Merger-Related Executive Compensation Proposal.

Vote Required

According to the Essendant Proxy Statement, the approval of the Advisory Merger-Related Executive Compensation Proposal requires the affirmative vote of a majority of the votes cast by the holders of all of the Shares of Essendant common stock present in person or represented by proxy at the Special Meeting at which a quorum is present. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the vote for the meeting adjournment proposal.

We Recommend a Vote “ AGAINST ” the Advisory Merger-Related Executive Compensation Proposal on the GOLD proxy card.

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PROXY INFORMATION

Record Date; Voting Information

The record date for the Special Meeting is August 8, 2018. Only holders of record of Essendant common stock at the close of business on the record date will be entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. According to Essendant proxy/prospectus-information statement, as of the record date, approximately 37,709,883 Shares of Essendant common stock were issued and outstanding and entitled to notice of, and to vote at, the Special Meeting, and there were approximately 413 holders of record of Essendant common stock. Each share of Essendant common stock entitles the holder to one vote on each of the proposals to be considered at the Special Meeting.

If you hold your Shares in “street name” through a broker, bank, custodian, fiduciary or other nominee, you should review the separate notice supplied by that firm to determine whether and how you may vote by mail, telephone or through the Internet. To vote these Shares, you must use the appropriate voting instruction form or toll-free telephone number or website address specified on that firm’s voting instruction form for beneficial owners.

Quorum

In order for business to be conducted at the Special Meeting, the DGCL and Essendant’s bylaws require that a quorum must be present. The holders of a majority of the issued and outstanding common stock of Essendant present either in person or by proxy at the Special Meeting will constitute a quorum. Under Delaware law and Essendant’s bylaws, Essendant counts instructions to withhold voting authority, any abstentions and broker non-votes as present at meetings of stockholders for the purpose of determining the presence of a quorum.

If a quorum is not present or if there are not sufficient votes for the approval of the Share Issuance, Essendant expects to adjourn the Essendant Special Meeting to solicit additional proxies, subject to approval of the meeting adjournment proposal by the affirmative vote of a majority in voting power of the votes cast by the holders of all of the Shares of Essendant common stock present or represented at the Special Meeting and voting affirmatively or negatively. At any subsequent reconvening of the Essendant Special Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the Essendant Special Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the adjourned meeting.

Voting by Proxy

If you were a record holder of Essendant common stock at the close of business on the record date of the Special Meeting, you may submit a proxy with your voting instructions by the applicable deadline shown on the proxy card using any of the following methods:

Essendant stockholders may submit a GOLD proxy card by mail, telephone or Internet by following the instructions on their GOLD proxy card using any of the following methods:

If you choose to submit your proxy with voting instructions by telephone or through the Internet, you will be required to provide your assigned control number shown on the GOLD proxy card before your proxy and voting

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instructions will be accepted. Once you have indicated how you want to vote in accordance with those instructions, you will receive confirmation that your proxy has been submitted successfully by telephone or through the Internet.

If you hold Essendant common stock in “street name” through a broker, bank, custodian, fiduciary or other nominee, you should review the separate notice supplied by that firm to determine whether and how you may vote by mail, telephone or through the Internet. To vote these Shares, you must use the GOLD voting instruction form or toll-free telephone number or website address specified on that firm’s voting instruction form for beneficial owners. Accordingly, you should contact the person responsible for your account and give instructions to them to sign and return a GOLD proxy card representing your Shares to vote “ AGAINST ” the Merger Proposals.

Shares represented by properly executed GOLD proxy cards will be voted at the Special Meeting as marked and, in the absence of specific instructions, will be voted “ AGAINST ” the Merger Proposals.

Revocation of Proxies

If you are the record holder of Essendant common stock, you can change your vote or revoke your proxy at any time before your proxy is voted at the Special Meeting. You can do this by:

The revocation may also be delivered to Staples in care of D. F. King & Co., Inc. at the address set forth on the back cover of this Proxy Statement. Although a revocation is effective if delivered to the Company, we request that either the original or a copy of all revocations be mailed to Staples in care of D.F. King & Co., Inc. at the address set forth on the back cover of this Proxy Statement so that we will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of record on the Record Date of a majority of the outstanding Shares.

A registered Essendant stockholder may revoke a proxy by any of these methods, regardless of the method used to deliver the stockholder’s previous proxy.

Solicitation of Proxies

The solicitation of proxies pursuant to this Proxy Statement is being made by the Participants. Proxies may be solicited by mail, facsimile, telephone, telegraph, Internet, in person and by advertisements.

The Participants have retained D.F. King & Co., Inc. to provide solicitation and advisory services in connection with this solicitation. D.F. King & Co., Inc. will be paid a fee not to exceed $[_] based upon the campaign services provided. In addition, the Participants will reimburse D.F. King & Co., Inc. for its reasonable out-of-pocket expenses and will indemnify D.F. King & Co., Inc. against certain liabilities and expenses,

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including certain liabilities under the federal securities laws. D.F. King & Co., Inc. will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. It is anticipated that D.F. King & Co., Inc. will employ up to persons to solicit the Company’s stockholders as part of this solicitation. D.F. King & Co., Inc. does not believe that any of its directors, officers, employees, affiliates or controlling persons, if any, is a “participant” in this proxy solicitation.

The costs related to this proxy solicitation will be borne by the Participants. Costs of this proxy solicitation are currently estimated to be approximately $ [_]. The actual amount could be higher or lower depending on the facts and circumstances arising in connection with the solicitation. We estimate that through the date hereof, the Participants’ expenses in connection with this proxy solicitation are approximately $[_]. If successful, the Participants may seek reimbursement of these costs from the Company.

In the event that the Participants decide to seek reimbursement of their expenses, the Participants do not intend to submit the matter to a vote of the Company’s stockholders. The Board would be required to evaluate the requested reimbursement consistent with its fiduciary duties to the Company and its stockholders. Costs related to the solicitation of proxies include expenditures for attorneys, public relations and other advisors, solicitors, printing, advertising, postage, transportation and other costs incidental to the solicitation.

Other Proposals

Other than the Merger Proposals, we are not aware of any other matters to be considered by Essendant stockholders at the Special Meeting.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE SPECIAL MEETING

Q: Who can vote at the Essendant Special Meeting?

A: Only stockholders who own Essendant common stock at the close of business on August 8, 2018 are entitled to vote at the Special Meeting. Each holder of Essendant common stock is entitled to one vote per Share. There were approximately 37,709,883 Shares of Essendant common stock outstanding on the record date.

Q: How should I vote on the Merger Proposals?

A: We recommend that you vote your Shares on the GOLD proxy card as follows:

Q: When and where is the Special Meeting?

A: The Special Meeting will be held at Essendant’s offices located at One Parkway North Boulevard, Deerfield, Illinois, on October 5, 2018 at 8:30 a.m. Central Time.

Q: How important is my vote?

A: Your vote “ AGAINST ” the Merger Proposals presented at the Special Meeting is very important, and you are encouraged to submit a GOLD proxy card as soon as possible.

The approval of the Share Issuance Proposal requires the affirmative vote of a majority of the votes cast by the holders of the Shares of Essendant common stock present in person or represented by proxy at the Special Meeting at which a quorum is present. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the vote for the Share Issuance.

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The approval of the Meeting Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of the Shares of Essendant common stock present in person or represented by proxy at the Special Meeting. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the vote for the meeting adjournment proposal.

The approval of the Advisory Merger-Related Executive Compensation Proposal requires the affirmative vote of a majority of the votes cast by the holders of all of the Shares of Essendant common stock present in person or represented by proxy at the Special Meeting at which a quorum is present. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the vote for this proposal.

Q: What happens if the Merger is not completed?

A: The closing of the Merger is expressly conditioned on the approval of the Share Issuance by stockholders of the Company. If, after final adjournment of the Special Meeting at which a vote of Essendant stockholders has been taken in accordance with the Merger Agreement, the stockholders of Essendant fail to approve the Share Issuance, then the conditions to the closing of the Merger will not be satisfied and either Essendant or GPC may terminate the Merger Agreement.

Pursuant to the terms of the Merger Agreement, if the Merger Agreement is terminated because Essendant stockholders fail to approve the Share Issuance at the meeting of Essendant stockholders, Essendant will be required to reimburse GPC in cash for all out-of-pocket fees and expenses actually incurred or accrued by GPC and its affiliates in connection with the Transactions, up to a maximum of $3,000,000 in the aggregate. Payment of the expense reimbursements by Essendant does not affect GPC’s right to receive any applicable termination fee, but does reduce on a dollar-for-dollar basis any termination fee that becomes payable.

Pursuant to the terms of the Merger Agreement, upon termination of the Merger Agreement under specified circumstances, a termination fee of $12,000,000 (the “ Termination Fee ”) is payable by or on behalf of Essendant to GPC. The circumstances under which this Termination Fee is payable include:

Staples has indicated it would be willing to fund the Termination Fee should Essendant become obligated to pay such amount to GPC upon termination of the existing Merger Agreement in order to enter into a definitive agreement with Staples.

In addition, if the Merger Agreement is terminated under any of the circumstances listed below, (1) prior to the termination of the Merger Agreement, a Competing Essendant Transaction (as defined herein) is publicly announced or otherwise communicated to the Essendant Board of Directors or management and not withdrawn and (2) on or prior to the date that is 12 months after the date of termination, Essendant enters into a Competing Essendant Transaction or consummates a Competing Essendant Transaction (whether or not the applicable Competing Essendant Transaction is the same as the original Competing Essendant Transaction publicly announced or publicly known), provided that solely for purpose of this provision, references to “20 percent” in the definition of Competing Essendant Transaction will be deemed to refer to “50 percent,” then Essendant must pay GPC the Termination Fee, less any expenses previously reimbursed by Essendant:

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The Merger Agreement provides that the term “Competing Essendant Transaction” means any transaction or series of related transactions (other than the Merger) that constitutes:

If Essendant fails to pay the $12,000,000 termination fee described above when due, the amount of such payment will be increased to include the costs of all expenses incurred or accrued by GPC and SpinCo (including fees and expenses of counsel) in connection with the collection under and enforcement of the terms of the Merger Agreement, together with interest on the unpaid termination fee. Payment of the fees and expenses described in this section will not be in lieu of any damages incurred in the event of breach of the Merger Agreement.

Q: How do I vote my Shares?

A: Shares held in record name. If your Shares are registered in your own name, please vote today by signing, dating and returning the enclosed GOLD proxy card in the postage-paid envelope provided. Execution and delivery of a proxy by a record holder of Shares will be presumed to be a proxy with respect to all Shares held by such record holder unless the proxy specifies otherwise.

Shares beneficially owned or held in “street name.” If you hold your Shares in “street name” with a broker, bank, dealer, trust company or other nominee, only that nominee can exercise the right to vote with respect to the Shares that you beneficially own through such nominee and only upon receipt of your specific instructions. Accordingly, it is critical that you promptly give instructions to your broker, bank, dealer, trust company or other nominee to vote “ AGAINST ” the Share Issuance Proposal . Please follow the instructions to vote provided on the enclosed GOLD proxy card. If your broker, bank, dealer, trust company or other nominee provides for proxy instructions to be delivered to them by telephone or Internet, instructions will be included on the enclosed GOLD proxy card. We urge you to confirm in writing your instructions to the person responsible for your account and provide a copy of those instructions by emailing them to staples@dfking.com or mailing them to Staples, Inc., c/o D. F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10005, so that we will be aware of all instructions given and can attempt to ensure that such instructions are followed.

Note: Shares represented by properly executed GOLD proxy cards will be voted at the Special Meeting as marked and, in the absence of specific instructions, “ AGAINST ” the Merger Proposals.

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Q: How many Shares must be present to hold the Special Meeting?

A: According to the Essendant Proxy Statement, in order for business to be conducted at the Essendant Special Meeting of stockholders, the DGCL and Essendant’s amended and restated bylaws (“ Essendant’s bylaws ”) require that a quorum must be present. The holders of a majority of the issued and outstanding common stock of Essendant present either in person or by proxy at the Special Meeting will constitute a quorum. Under Delaware law and Essendant’s bylaws, Essendant counts instructions to withhold voting authority, any abstentions and broker non-votes as present at meetings of stockholders for the purpose of determining the presence of a quorum.

If a quorum is not present, the Special Meeting may be adjourned until a quorum is obtained by the chairman of the meeting or the stockholders.

Q: If an Essendant stockholder’s Shares are held in “street name” by his, her or its broker, will the broker vote the Shares for the stockholder?

A: If you hold Essendant common stock in “street name” through a broker, bank, custodian, fiduciary or other nominee, you should review the separate notice supplied by that firm to determine whether and how you may vote by mail, telephone or through the Internet. To vote these Shares, you must use the GOLD voting instruction form or toll-free telephone number or website address specified on the GOLD voting instruction form for beneficial owners. If an Essendant stockholder has not received such voting instructions or requires further information regarding such voting instructions, the Essendant stockholder should contact his, her or its bank, broker or other nominee. Brokers, banks or other nominees who hold Shares of Essendant common stock for a beneficial owner of those Shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers, banks and other nominees are not allowed to exercise their voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. All proposals for the Special Meeting are non-routine and non-discretionary. Broker non-votes are Shares held by a broker, bank or other nominee that are represented at the meeting but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such Shares to vote on the particular proposal, and the broker, bank or other nominee does not have discretionary voting power on such proposal. If an Essendant stockholder’s broker, bank or other nominee holds the Essendant stockholder’s Shares of Essendant common stock in “street name,” the Essendant stockholder’s bank, broker or other nominee will vote the Essendant stockholder’s Shares only if the Essendant stockholder provides instructions on how to vote by filling out the voter instruction form sent to him or her by his, her or its bank, broker or other nominee.

Q: What should I do if I receive a white proxy card from the Company?

A: You may have received proxy solicitation materials from Essendant, including a merger proxy statement and registration statement and white proxy card. We are not responsible for the accuracy of any information contained in any proxy solicitation materials used by the Company or any other statements that it may otherwise make.

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We recommend that you disregard any white proxy card or solicitation materials that may be sent to you by the Company. If you have already voted using the Company’s white proxy card, you have every right to change your vote by completing and mailing the enclosed GOLD proxy card in the enclosed pre-paid envelope or by voting via Internet or by telephone by following the instructions on the GOLD proxy card. Only the latest validly executed proxy that you submit will be counted; any proxy may be revoked at any time prior to its exercise at the Special Meeting by following the instructions below under “Can I change my vote or revoke my proxy?” If you have any questions or require any assistance with voting your Shares, please contact our proxy solicitor at the phone numbers or email address listed below.

D. F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

800-870-0126 (Call Toll Free)

212-269-5550 (Call Collect)

staples@dfking.com

Q: Can I change my vote or revoke my proxy?

A: If you are the record holder of Essendant common stock, you can change your vote or revoke your proxy at any time before your proxy is voted at the Special Meeting. You can do this by:

The revocation may also be delivered to Staples in care of D. F. King & Co., Inc. at the address set forth on the back cover of this Proxy Statement. Although a revocation is effective if delivered to the Company, we request that either the original or a copy of all revocations be mailed to Staples in care of D.F. King & Co., Inc. at the address set forth on the back cover of this Proxy Statement so that we will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of record on the Record Date of a majority of the outstanding Shares.

A registered Essendant stockholder may revoke a proxy by any of these methods, regardless of the method used to deliver the stockholder’s previous proxy.

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If your Shares are held in a brokerage account by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to have your Shares voted. If you attend the Special Meeting and you beneficially own Shares but are not the record owner, your mere attendance at the Special Meeting WILL NOT be sufficient to revoke your prior given proxy card. You must have written authority from the record owner to vote your Shares held in its name at the meeting. If you have any questions or require any assistance, contact our proxy solicitor at the phone numbers or email address listed below.

D. F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

800-870-0126 (Call Toll Free)

212-269-5550 (Call Collect)

staples@dfking.com

IF YOU HAVE ALREADY VOTED USING THE COMPANY’S WHITE PROXY CARD, WE URGE YOU TO REVOKE IT BY FOLLOWING THE INSTRUCTIONS ABOVE. Although a revocation is effective if delivered to the Company, we request that either the original or a copy of any revocation be mailed to Staples Inc., c/o D. F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10005.

Q: Who is making this proxy solicitation and who is paying for it?

A: The solicitation of proxies pursuant to this proxy solicitation is being made by the Participants. Proxies may be solicited by mail, facsimile, telephone, telegraph, Internet, in person and by advertisements. The Participants will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. The Participants have requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the Shares they hold of record. The Participants will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. It is anticipated that certain regular employees of the Participants will also participate in the solicitation of proxies. Such employees will receive no additional consideration if they assist in the solicitation of proxies.

The costs related to this proxy solicitation will be borne by the Participants. Costs of this proxy solicitation are currently estimated to be approximately $[_]. The actual amount could be higher or lower depending on the facts and circumstances arising in connection with the solicitation. We estimate that through the date hereof, the Participants’ expenses in connection with this proxy solicitation are approximately $[_]. If successful, the Participants may seek reimbursement of these costs from the Company.

Q: Where can I find additional information concerning Essendant and the Merger?

A: Pursuant to Rule 14a-5(c) promulgated under the Exchange Act, we have omitted from this Proxy Statement certain disclosure required by applicable law to be included in the Essendant Proxy Statement in connection with the Special Meeting, including:

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We take no responsibility for the accuracy or completeness of information contained in the Essendant Proxy Statement. Except as otherwise noted herein, the information in this Proxy Statement concerning the Company has been taken from or is based upon documents and records on file with the SEC and other publicly available information.

This Proxy Statement and all other solicitation materials in connection with this proxy solicitation will be available on the internet, free of charge, on the SEC’s website at https://www.sec.gov.

Conclusion

We urge you to carefully consider the information contained in this Proxy Statement and then support our efforts by signing, dating, and returning the enclosed GOLD proxy card today to vote “ AGAINST ” the Merger Proposals.

Thank you for your support,

Staples, Inc.

[                    ], 2018

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ANNEX I: INFORMATION REGARDING THE PARTICIPANTS

This proxy solicitation is being made by the Participants (as defined herein). The Participants filing this statement include Emu Investments LLC, a Delaware limited liability company (“ Emu ”), Staples, Inc., a Delaware corporation (“ Staples ”), Arch Investors L.P., a Delaware limited partnership (“ Arch LP ”), SP GP (Cayman) Ltd., a Cayman Islands company (“ SP GP ”), Sycamore Partners II, L.P., a Cayman Islands limited partnership (“ Sycamore ”), Sycamore Partners II GP, L.P., a Cayman Islands limited partnership (“ Sycamore GP ”), Sycamore Partners II GP, Ltd., a Cayman Islands company (“ Sycamore Ltd ”) and Stefan L. Kaluzny, a citizen of the United States of America (“ Mr.  Kaluzny, ” and together with Emu, Staples, Arch LP, SP GP, Sycamore, Sycamore GP and Sycamore Ltd, the “ Beneficial Owners ”). The Beneficial Owners hold Shares in various accounts under their respective management and control.

The address of the principal business and principal office of each of the Beneficial Owners other than Staples and Emu is 9 West 57th Street, 31st Floor, New York, New York 10019. The telephone number of each of the Participants other than Staples and Emu is (212) 796-8500. The address of the principal business and principal office of each of Staples and Emu is Five Hundred Staples Drive, Framingham, Massachusetts 01702. The telephone number of each of Staples and Emu is (508) 253-5000.

The principal business of Staples is the provision of products and services primarily to serve the needs of business customers. The principal business of Arch LP is serving as a holding company of Staples. SP GP’s principal business is serving as the general partner of Arch LP and other affiliated entities. Sycamore is a private equity fund whose principal business is investing in securities, businesses and companies. Sycamore GP’s principal business is serving as the general partner or managing member of Sycamore and other affiliated entities. Sycamore Ltd’s principal business is serving as the general partner of Sycamore GP. The principal occupation of Mr. Kaluzny is serving as a director of Sycamore Ltd and managing member or managing director of affiliated entities. Emu’s principal business is investing in securities of Essendant. Staples is the sole member of Emu. As a result, each of Arch LP, SP GP, Sycamore, Sycamore GP, Sycamore Ltd. and Mr. Kaluzny may be deemed, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “ Act ”), to be the beneficial owners of all of Essendant Inc.’s, a Delaware corporation (“ Essendant ” or the “ Company ”), common stock, par value $0.10 per share (the “ Shares ”) owned by Emu. The Beneficial Owners are filing this Statement jointly, as they may be considered a “group” under Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Beneficial Owners that such a group exists.

The Beneficial Owners may be deemed to beneficially own, in the aggregate, 4,203,631 Shares, representing approximately 11.15% of the Company’s outstanding Shares (based on the 37,709,883 Shares outstanding as of August 3, 2018, as reported in Essendant’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2018).

Each of Staples, Arch LP, SP GP, Sycamore, Sycamore GP, Sycamore Ltd. and Mr. Kaluzny, in their respective capacities (i) as the sole member of Emu, (ii) the indirect parent of Staples, (iii) the general partner of Arch LP, (iv) the sole member of SP GP, (v) the general partner of Sycamore, (vi) the general partner of Sycamore GP and (vii) the director of Sycamore Ltd., may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Shares owned by Emu.

Except as set forth in this Proxy Statement (including the Annexes), (i) during the past ten years, no Participant has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Participant directly or indirectly beneficially owns any securities of the Company; (iii) no Participant owns any securities of the Company which are owned of record but not beneficially; (iv) no Participant has purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the securities of the Company owned by and Participant is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no Participant is, or within the past year was, a party

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to any contract, arrangements, or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any Participant owns beneficially, directly or indirectly, any securities of the Company; (viii) no Participant owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no Participant nor any of their respective associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no Participant nor any of their respective associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; and (xi) no person, including the Participants, has a substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted on as set forth in this Proxy Statement. There are no material proceedings to which the Participants or any of their respective associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

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IMPORTANT

Tell your Board what you think! YOUR VOTE IS VERY IMPORTANT, no matter how many or how few Shares you own. Please give us your proxy voting “ AGAINST ” the Merger Proposals by taking three steps:

If any of your Shares are held in the name of a broker, bank, bank nominee or other institution, only it can vote your Shares and only upon receipt of your specific instructions. Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet. You may also vote by signing, dating and returning the enclosed GOLD voting form in the postage-paid envelope provided, and to ensure that your Shares are voted, you should also contact the person responsible for your account and give instructions for a GOLD proxy card to be issued representing your Shares.

After signing the enclosed GOLD proxy card, DO NOT SIGN OR RETURN ESSENDANT’S WHITE PROXY CARD UNLESS YOU INTEND TO CHANGE YOUR VOTE , because only your latest dated proxy card will be counted.

If you have previously signed and returned a white proxy card to Essendant, you have every right to change your vote. Only your latest dated proxy card will count. You may revoke any proxy card already sent to Essendant by signing, dating and mailing the enclosed GOLD proxy card in the postage-paid envelope provided or by voting by telephone or Internet. Any proxy may be revoked at any time prior to the Special Meeting by delivering a written notice of revocation or a later dated proxy for the Special Meeting or by voting in person at the Special Meeting. Attendance at the Special Meeting will not in and of itself constitute a revocation.

If you have any questions concerning this Proxy Statement, would like to request additional copies of this Proxy Statement or need help voting your Shares, please contact our proxy solicitor:

D. F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

800-870-0126 (Call Toll Free)

212-269-5550 (Call Collect)

staples@dfking.com

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PRELIMINARY PROXY CARD - SUBJECT TO COMPLETION, DATED SEPTEMBER 4, 2018

FORM OF GOLD PROXY CARD

ESSENDANT INC.

SPECIAL MEETING OF STOCKHOLDERS

THE BOARD OF DIRECTORS OF ESSENDANT INC. IS NOT SOLICITING THIS PROXY

THIS PROXY IS SOLICITED ON BEHALF OF 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

The undersigned appoints Stefan L. Kaluzny, Sean Rodgers or Edward McCarthy attorney and agent with full power of substitution to vote all Shares of common stock, $0.10 par value per share, of Essendant Inc., a Delaware corporation (the “ Company ”), that the undersigned is entitled to vote at the Special Meeting of stockholders of the Company (the “ Special Meeting ”) scheduled to be held on October 5, 2018, at 8:30 a.m. Central time, at Essendant’s offices located at One Parkway North Boulevard, Deerfield, Illinois, including at any adjournments or postponements thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the instructions indicated herein, with discretionary authority as to any and all other matters that may properly come before the meeting or any adjournment, postponement or substitution thereof that the participants do not know, a reasonable time before this solicitation, are to be to be presented at the Special Meeting.

The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to said Shares, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. This proxy will be valid until the sooner of one year from the date indicated on the reverse side and the completion of the Special Meeting (including any adjournments or postponements thereof).

If this proxy is signed and returned, it will be voted in accordance with your instructions. If you do not specify how the proxy should be voted, this proxy will be voted “AGAINST” Proposals 1, 2 and 3 , and in the manner determined by the named proxies with respect to any other business that the participants do not know, a reasonable time before this solicitation, is to be presented at the Special Meeting. None of the matters currently intended to be acted upon pursuant to this proxy are conditioned on the approval of other matters.

IN ORDER FOR YOUR PROXY TO BE VALID, IT MUST BE SIGNED. PLEASE ALSO DATE THE PROXY WHERE INDICATED BELOW.

NOTE: Please sign exactly as your name(s) appear(s) on stock certificates or on the label affixed hereto. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners must each sign personally. ALL HOLDERS MUST SIGN. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer and give full title as such.

PLEASE SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE THAT IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.