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Section 1: SC 13D/A (SC 13D/A)

SC 13D/A

 

 

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. 4)

 

 

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)

August 3, 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 person’s 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)

 

11.16% (1)

14  

Type of Reporting Person

 

OO

 

(1)

Calculated based on 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.

 

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)

 

11.16% (1)

14  

Type of Reporting Person

 

CO

 

(1)

Calculated based on 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.

 

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)

 

11.16% (1)

14  

Type of Reporting Person

 

OO

 

(1)

Calculated based on 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.

 

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)

 

11.16% (1)

14  

Type of Reporting Person

 

OO

 

(1)

Calculated based on 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.

 

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)

 

11.16% (1)

14  

Type of Reporting Person

 

PN

 

(1)

Calculated based on 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.

 

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)

 

11.16% (1)

14  

Type of Reporting Person

 

OO

 

(1)

Calculated based on 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.

 

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)

 

11.16% (1)

14  

Type of Reporting Person

 

OO

 

(1)

Calculated based on 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.

 

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)

 

11.16% (1)

14  

Type of Reporting Person

 

IN

 

(1)

Calculated based on 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.

 

9


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 Issuer’s management, members of the Issuer’s 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:

 

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).


SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: August 7, 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).
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