This Amendment No. 15 (this
Amendment
) amends and supplements the Tender Offer
Statement on Schedule TO (together with any amendments or supplements thereto, the
Schedule TO
) initially filed with the Securities and Exchange Commission on September 24, 2018 by (i) Egg Parent Inc., a Delaware corporation
(
Parent
), (ii) Egg Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (
Purchaser
), and (iii) Staples, Inc., a Delaware corporation and an affiliate of Parent and
Purchaser (
Staples
), relating to the tender offer for all of the outstanding shares of common stock, par value $0.10 per share (the
Shares
), of Essendant Inc., a Delaware corporation (the
Company
), at a price of $12.80 per Share, net to the seller in cash, without interest, subject to any deduction or withholding of taxes required by applicable law, upon the terms and conditions set forth in the Offer to Purchase,
dated September 24, 2018 (together with any amendments or supplements thereto, the
Offer to Purchase
), and in the related Letter of Transmittal (together with any amendments or supplements thereto, the
Letter of
Transmittal
and, together with the Offer to Purchase, the
Offer
), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.
All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated herein by reference in response to Items 1 through 9 and
Item 11 of the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such
terms in the Offer to Purchase or in the Schedule TO.
Amendment to the Letter of Transmittal
The information set forth in the Letter of Transmittal and Item 11 of the Schedule TO, as amended, to the extent such Item incorporates by
reference the information contained in the Letter of Transmittal, is hereby amended and supplemented as follows:
Notwithstanding anything
to the contrary in the Letter of Transmittal, Distributions (as defined in the Letter of Transmittal) shall not include the cash dividend of $0.14 per Share declared on October 23, 2018 and payable on January 15, 2019 to stockholders of
record of the Company as of the close of business on December 14, 2018.