0000899243-17-008395.txt : 20170322 0000899243-17-008395.hdr.sgml : 20170322 20170322165031 ACCESSION NUMBER: 0000899243-17-008395 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170322 FILED AS OF DATE: 20170322 DATE AS OF CHANGE: 20170322 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Veritiv Corp CENTRAL INDEX KEY: 0001599489 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 463234977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 ABERNATHY ROAD NE STREET 2: BUILDING 400, SUITE 1700 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: (770) 391-8200 MAIL ADDRESS: STREET 1: 1000 ABERNATHY ROAD NE STREET 2: BUILDING 400, SUITE 1700 CITY: ATLANTA STATE: GA ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: xpedx Holding Co DATE OF NAME CHANGE: 20140207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: J5M4T3B2P2CEYA, LLC CENTRAL INDEX KEY: 0001611822 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36479 FILM NUMBER: 17707217 BUSINESS ADDRESS: STREET 1: JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-516-2878 MAIL ADDRESS: STREET 1: JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCIP T Associates III-B, LLC CENTRAL INDEX KEY: 0001379516 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36479 FILM NUMBER: 17707219 BUSINESS ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: 111 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-516-2000 MAIL ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: 111 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCIP Trust Associates III CENTRAL INDEX KEY: 0001379520 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36479 FILM NUMBER: 17707220 BUSINESS ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-516-2000 MAIL ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCIP Associates III-B CENTRAL INDEX KEY: 0001379519 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36479 FILM NUMBER: 17707222 BUSINESS ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-516-2000 MAIL ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCIP T Associates III, LLC CENTRAL INDEX KEY: 0001379518 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36479 FILM NUMBER: 17707221 BUSINESS ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-516-2000 MAIL ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCIP Trust Associates III-B CENTRAL INDEX KEY: 0001379521 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36479 FILM NUMBER: 17707218 BUSINESS ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-516-2000 MAIL ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAIN CAPITAL INVESTORS LLC CENTRAL INDEX KEY: 0001040508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36479 FILM NUMBER: 17707223 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-516-2000 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-03-22 0 0001599489 Veritiv Corp VRTV 0001040508 BAIN CAPITAL INVESTORS LLC 200 CLARENDON STREET BOSTON MA 02116 0 0 1 0 0001379519 BCIP Associates III-B 200 CLARENDON STREET BOSTON MA 02116 0 0 1 0 0001379518 BCIP T Associates III, LLC 200 CLARENDON STREET BOSTON MA 02116 0 0 1 0 0001379520 BCIP Trust Associates III 200 CLARENDON STREET BOSTON MA 02116 0 0 1 0 0001379516 BCIP T Associates III-B, LLC 200 CLARENDON STREET BOSTON MA 02116 0 0 1 0 0001379521 BCIP Trust Associates III-B 200 CLARENDON STREET BOSTON MA 02116 0 0 1 0 0001611822 J5M4T3B2P2CEYA, LLC JOHN HANCOCK TOWER 200 CLARENDON STREET BOSTON MA 02116 0 0 1 0 Common Stock, par value $0.01 per share 2017-03-22 4 S 0 1800000 54.14 D 4283840 I See footnotes Represents shares of common stock of Veritiv Corporation (the "Issuer") sold by UWW Holdings, LLC ("UWWH") pursuant to the offering of common stock of the Issuer on Form S-3 as contemplated by that certain underwriting agreement, dated March 16, 2017, among the Issuer, UWWH and Morgan Stanley & Co. LLC. The selling price of such shares was $54.14 per share, which represents the price to public less the underwriting discount and commission. Voting and dispositive power with respect to such shares of common stock is exercised through a three-member board of managers of UWWH acting by majority vote. Bain Capital Fund VII, L.P. ("Fund VII") and Bain Capital VII Coinvestment Fund, L.P. ("Coinvestment VII") have the right to appoint two of the three members of the board of managers of UWWH. In addition, Bain Capital Fund VII, LLC ("Fund VII LLC"), Bain Capital VII Coinvestment Fund, LLC ("Coinvest VII LLC"), BCIP T Associates III, LLC ("BCIP T III LLC"), BCIP T Associates III-B, LLC ("BCIP T III-B LLC"), BCIP Associates III, LLC ("BCIP III LLC"), BCIP Associates III-B, LLC ("BCIP III-B LLC") and J5M4T3B2P2CEYA, LLC ("J5") collectively hold common equity interests of the Issuer (the "Bain Capital Funds"). Bain Capital Investors, LLC ("BCI") is the general partner of Bain Capital Partners VII, L.P. ("BCP VII"), which is the general partner of Coinvestment VII and Fund VII, which is the managing member of J5. Boylston Coinvestors, LLC is the managing partner of BCIP Associates III, BCIP Trust Associates III, BCIP Associates III-B and BCIP Trust Associates III-B, which is the manager of BCIP III LLC, BCIP T III LLC, BCIP III-B LLC and BCIP T III-B LLC, respectively. (Continued in footnote 4) (Continued from footnote 3) The investment strategy and decision-making process with respect to investments held by the Bain Capital Funds is directed by BCI's Global Private Equity Board. As a result of these relationships and the relationship described above, the Bain Capital Funds, BCI, BCP VII, BCIP Associates III, BCIP Trust Associates III, BCIP Associates III-B and BCIP Trust Associates III-B may be deemed to share voting and dispositive power with respect to the shares of the Issuer's common stock held by UWWH. Each of the Bain Capital Funds, BCI, BCP VII, BCIP Associates III, BCIP Trust Associates III, BCIP Associates III-B and BCIP Trust Associates III-B disclaims beneficial ownership of such shares except to the extent of its respective pecuniary interest therein. This Form 4 is being filed in two parts due to the number of Reporting Persons. Both Filings relate to the same holdings described above. Part 2 of 2. See signatures included in Exhibit 99.1 2017-03-22 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

EXHIBIT 99.1
This Statement on Form 4 is filed by the Reporting Persons listed below. The
principal business address of the Reporting Persons is 200 Clarendon Street,
Boston, Massachusetts 02116.

Name of Designated Filer: BAIN CAPITAL INVESTORS LLC

Date of Event Requiring Statement: March 22, 2017.

Issuer Name: Veritiv Corp. [VRTV]

BAIN CAPITAL INVESTORS, LLC

BY: /s/ Michael D. Ward
    -----------------------
Name: Michael D. Ward
Title: Managing Director

BAIN CAPITAL PARTNERS VII, L.P.
BY: BAIN CAPITAL INVESTORS, LLC, its general partner

BY: /s/ Michael D. Ward
    -----------------------
Name: Michael D. Ward
Title: Managing Director

BAIN CAPITAL FUND VII, LLC
BY: BAIN CAPITAL FUND VII, L.P., its sole member
BY: BAIN CAPITAL PARTNERS VII, L.P., its general partner
BY: BAIN CAPITAL INVESTORS, LLC, its general partner

BY: /s/ Michael D. Ward
    -----------------------
Name: Michael D. Ward
Title: Managing Director

BAIN CAPITAL FUND VII, L.P.
BY: BAIN CAPITAL PARTNERS VII, L.P., its general partner
BY: BAIN CAPITAL INVESTORS, LLC, its general partner

BY: /s/ Michael D. Ward
    -----------------------
Name: Michael D. Ward
Title: Managing Director

BAIN CAPITAL VII COINVESTMENT FUND, LLC
BY: BAIN CAPITAL VII COINVESTMENT FUND, L.P., its sole member
BY: BAIN CAPITAL PARTNERS VII, L.P., its general partner
BY: BAIN CAPITAL INVESTORS, LLC, its general partner

BY: /s/ Michael D. Ward
    -----------------------
Name: Michael D. Ward
Title: Managing Director

BAIN CAPITAL VII COINVESTMENT FUND, L.P.
BY: BAIN CAPITAL PARTNERS VII, L.P., its general partner
BY: BAIN CAPITAL INVESTORS, LLC, its general partner

BY: /s/ Michael D. Ward
    -----------------------
Name: Michael D. Ward
Title: Managing Director

UWW HOLDINGS, LLC

BY: /s/ Jay P. Corrigan
    -----------------------
Name: Jay P. Corrigan
Title: Manager, Vice President and Secretary

BCIP ASSOCIATES III, LLC
BY: BCIP ASSOCIATES III, its manager
BY: BOYLSTON COINVESTORS, LLC, as managing partner

BY: /s/ Michael D. Ward
    -----------------------
Name: Michael D. Ward
Title: Authorized Signatory

BCIP ASSOCIATES III
BY: BOYLSTON COINVESTORS, LLC, as managing partner

BY: /s/ Michael D. Ward
    -----------------------
Name: Michael D. Ward
Title: Authorized Signatory

BCIP ASSOCIATES III-B, LLC
BY: BCIP ASSOCIATES III-B, its manager
BY: BOYLSTON COINVESTORS, LLC, as managing partner

BY: /s/ Michael D. Ward
    -----------------------
Name: Michael D. Ward
Title: Authorized Signatory

BCIP ASSOCIATES III-B
BY: BOYLSTON COINVESTORS, LLC, as managing partner

BY: /s/ Michael D. Ward
    -----------------------
Name: Michael D. Ward
Title: Authorized Signatory

BCIP T ASSOCIATES III, LLC
BY: BCIP TRUST ASSOCIATES III, its manager
BY: BOYLSTON COINVESTORS, LLC, as managing partner

BY: /s/ Michael D. Ward
    -----------------------
Name: Michael D. Ward
Title: Authorized Signatory

BCIP TRUST ASSOCIATES III
BY: BOYLSTON COINVESTORS, LLC, as managing partner

BY: /s/ Michael D. Ward
    -----------------------
Name: Michael D. Ward
Title: Authorized Signatory

BCIP T ASSOCIATES III-B, LLC
BY: BCIP TRUST ASSOCIATES III-B, its manager
BY: BOYLSTON COINVESTORS, LLC, as managing partner

BY: /s/ Michael D. Ward
    -----------------------
Name: Michael D. Ward
Title: Authorized Signatory

BCIP TRUST ASSOCIATES III-B
BY: BOYLSTON COINVESTORS, LLC, as managing partner

BY: /s/ Michael D. Ward
    -----------------------
Name: Michael D. Ward
Title: Authorized Signatory

J5M4T3B2P2CEYA, LLC
BY: BAIN CAPITAL FUND VII, L.P., its managing member
BY: BAIN CAPITAL PARTNERS VII, L.P., its general partner
BY: BAIN CAPITAL INVESTORS, LLC, its general partner

BY: /s/ Michael D. Ward
    -----------------------
Name: Michael D. Ward
Title: Managing Director