Written Communication Relating to an Issuer or Third Party (sc To-c)
14 Setembro 2018 - 6:39PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Essendant Inc.
(Name of Subject Company (Issuer))
Egg Merger Sub Inc.
Egg
Parent Inc.
Staples, Inc.
(Names of Filing Persons (Offerors))
Common Stock,
$0.10 par value
(Title of Class of Securities)
296689102
(CUSIP Number
of Class of Securities)
Cristina Gonzales
Chief
Legal Officer
Staples, Inc.
500 Staples Drive
Framingham, MA 01702
(508)
253-1845
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Sean D.
Rodgers, P.C.
Laura Sullivan
Kirkland & Ellis LLP
601 Lexington Avenue
New
York, NY 10022
212-446-4600
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee*
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Not Applicable
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Not Applicable
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*
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A filing fee is not required in connection with this filing as it relates solely to preliminary communications
made before the commencement of a tender offer.
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☐
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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Amount Previously Paid: Not applicable
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Filing Party: Not applicable
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Form or Registration No.: Not applicable
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Date Filed: Not applicable
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☒
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Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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☒
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third-party tender offer subject to
Rule 14d-1.
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issuer tender offer subject to
Rule 13e-4.
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going-private transaction subject to
Rule 13e-3.
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☐
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amendment to Schedule 13D under
Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(ex) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border
Issuer Tender Offer)
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☐
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Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer)
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The
pre-commencement
communication filed under cover
of this Schedule TO relates to a planned tender offer by Egg Merger Sub Inc., a Delaware corporation (the Offeror), Egg Parent Inc., a Delaware corporation (the Parent) and Staples, Inc. (Staples), a Delaware
corporation, for all of the issued and outstanding shares of common stock, $0.10 par value per share, of Essendant Inc. (Essendant), pursuant to an Agreement and Plan of Merger, dated as of September 14, 2018, by and among the
Offeror, Parent, Staples and Essendant.
The tender offer for the purchase of the issued and outstanding shares of Essendant common
stock described in this document has not yet commenced, and this document is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, the Offeror will file a tender offer statement on
Schedule TO (including the offer to purchase, letter of transmittal and other tender offer materials) with the U.S. Securities and Exchange Commission (SEC) and Essendant will file with the SEC a solicitation/recommendation statement on
Schedule
14D-9
with respect to the tender offer. Prior to making any decision regarding the tender offer, Essendant stockholders are strongly advised to read the tender offer statement (including the
offer to purchase, letter of transmittal and other tender offer materials) and the related solicitation/recommendation statement on Schedule
14D-9
when they become available as they will contain important
information. Once filed, Essendant stockholders will be able to obtain the tender offer statement (including the offer to purchase, letter of transmittal and other tender offer materials) and the related solicitation/recommendation statement at no
charge on the SECs website at www.sec.gov. In addition, the tender offer statement (including the offer to purchase, letter of transmittal and other tender offer materials) and the related solicitation/recommendation statement (when available)
may be obtained free of charge from the information agent named in the tender offer materials or by directing a request to D.F. King & Co., Inc. at (212)
269-5550.
EXHIBIT INDEX
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EXHIBIT
NO.
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99.1
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Joint press release of Essendant Inc. and Staples, Inc., dated September 14, 2018 (incorporated by reference to Exhibit 99.1 to Essendants Form
8-K,
filed on September 14,
2018).
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2
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