SC TO-T/A

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

Amendment No. 24

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 Gonzalez

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)

With copies to:

Sean D. Rodgers, P.C.

Laura Sullivan

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

(212) 446-4600

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$497,938,675.20	$61,993.37

(1) Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of 37,644,198 shares of voting common stock, par value $0.10 per share, at an offer price of $12.80 per share. The transaction value also includes (i) 474,738 shares issuable pursuant to outstanding Company restricted stock units, multiplied by the offer price of $12.80 per share, (ii) 156,250 shares issuable pursuant to Company performance units, multiplied by the offer price of $12.80 per share, and (iii) 626,273 shares issuable pursuant to outstanding Company performance stock units assuming satisfaction of any performance-based vesting criteria at target levels, multiplied by the offer price of $12.80 per share. 113,228 shares issuable pursuant to outstanding stock option grants have been excluded from the calculation because the weighted average exercise price of those options exceeds the offer price of $12.80 per share. The calculation of the filing fee is based on information provided by Essendant Inc. as of the close of business on September 5, 2018.

(2) The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2018, issued August 24, 2017, by multiplying the transaction value by 0.0001245.

☒ 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.

Amount Previously Paid: $61,993.37	Filing Party: Staples, Inc.
Form of Registration No.: Schedule TO-T	Date Filed: September 24, 2018

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ Third-party tender offer subject to Rule 14d-1.

☐ Issuer tender offer subject to Rule 13e-4.

☐ Going-private transaction subject to Rule 13e-3.

☐ Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 24 (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.

Items 1 through 9 and Item 11.

Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following paragraphs thereto:

“The Offer and all withdrawal rights thereunder expired at 6:00 p.m., New York City time, on January 30, 2019. The Depositary has indicated that, as of the Expiration Time, 25,794,684 Shares have been validly tendered and not properly withdrawn pursuant to the Offer (excluding 901,097 Shares tendered pursuant to guaranteed delivery procedures but not yet delivered), which represent, together with the 4,203,631 Shares already owned by Parent, Purchaser or any of their respective “affiliates” (as defined by Section 251(h)(6) of the DGCL), approximately 79.7% of the outstanding Shares.

The number of Shares validly tendered and not properly withdrawn pursuant to the Offer (excluding Shares tendered pursuant to guaranteed delivery procedures but not yet delivered), together with the Shares already owned by Parent, Purchaser or any of their respective “affiliates” (as defined by Section 251(h)(6) of the DGCL), satisfies the Minimum Condition. As the Minimum Condition and each of the other Offer Conditions have been satisfied (or validly waived), Purchaser has accepted for payment and will promptly pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer.

As a result of its acceptance of the Shares tendered in the Offer, Purchaser acquired sufficient Shares so that, pursuant to Section 251(h) of the DGCL, no stockholder vote will be required to consummate the Merger. Immediately following the Acceptance Time and in accordance with the DGCL, Purchaser will be merged with and into the Company, and the Company will continue as the surviving corporation in the Merger and a wholly owned subsidiary of Parent. At the Merger Effective Time, the Shares not purchased pursuant to the Offer (other than (i) Shares owned, directly or indirectly, by Parent, the Company (including Shares held as treasury stock) or Purchaser immediately prior to the Merger Effective Time, (ii) Shares subject to the Company’s equity compensation awards and (iii) Shares owned by stockholders of the Company who have perfected their statutory rights of appraisal pursuant to Section 262 of the DGCL) will be converted automatically into the right to receive an amount in cash equal to the Offer Price, less any applicable withholding taxes. Immediately following the consummation of the Merger, Parent and Staples intend to and will cause the Company to commence the process to delist the Shares from the Nasdaq Global Select Market.

On January 31, 2019, Staples and the Company issued a joint press release announcing the expiration and results of the Offer and the expected consummation of the Merger. The full text of the joint press release is attached as Exhibit (a)(5)(Y) to this Schedule TO and is incorporated by reference herein.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Exhibit No.	Description
(a)(5)(Y)	Joint Press Release issued by Staples, Inc. and the Company on January 31, 2019.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EGG MERGER SUB INC.
By:	/s/ Stefan L. Kaluzny
Name:	Stefan L. Kaluzny
Title:	Director
Date:	January 31, 2019
EGG PARENT INC.
By:	/s/ Stefan L. Kaluzny
Name:	Stefan L. Kaluzny
Title:	Director
Date:	January 31, 2019
STAPLES, INC.
By:	/s/ John A. Lederer
Name:	John A. Lederer
Title:	Executive Chairman
Date:	January 31, 2019

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated September 24, 2018.*
(a)(1)(B)	Form of Letter of Transmittal.*
(a)(1)(C)	Form of Notice of Guaranteed Delivery.*
(a)(1)(D)	Form of Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)	Summary Advertisement as published in the Wall Street Journal on September 24, 2018.*
(a)(5)(A)	Joint Press Release issued by the Company and Staples, Inc. on September 14, 2018 (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission on September 17, 2018).
(a)(5)(B)	Joint Press Release issued by Staples, Inc. and the Company on September 24, 2018.*
(a)(5)(C)	Form of Letter sent to Essendant Inc. Customers, dated September 25, 2018 (incorporated by reference to Exhibit (a)(5)(I) to the Schedule 14D-9/A filed by the Company with the Securities and Exchange Commission on September 25, 2018).
(a)(5)(D)	Class Action Complaint for Violations of the Securities Exchange Act of 1934, dated September 27, 2018 (Joseph Pietras v. Essendant Inc., et al., Case No.1:18-cv-01506-UNA) (incorporated by reference to Exhibit (a)(5)(J) to the Schedule 14D-9/A filed by the Company with the Securities and Exchange Commission on September 28, 2018).
(a)(5)(E)	Form of Letter sent to Essendant Inc. Customers, dated October 2, 2018 (incorporated by reference to Exhibit (a)(5)(L) to the Schedule 14D-9/A filed by the Company with the Securities and Exchange Commission on October 2, 2018).
(a)(5)(F)	Class Action Complaint filed on October 2,2018 (Patrick Plumley v. Essendant Inc., et al., Case No.1:18-cv-01521-UNA) (incorporated by reference to Exhibit (a)(5)(M) to the Schedule 14D-9/A filed by the Company with the Securities and Exchange Commission on October 3, 2018).
(a)(5)(G)	Class Action Complaint filed on October 5, 2018 (Long Nguyen v. Essendant Inc., et al., Case No. 1:18-cv-01546-UNA) (incorporated by reference to Exhibit (a)(5)(N) to the Schedule 14D-9/A filed by the Company with the Securities and Exchange Commission on October 9, 2018).
(a)(5)(H)	Complaint filed on October 10, 2018 (Genuine Parts Company v. Essendant Inc., Case No. 2018-0730-JRS) (incorporated by reference to Exhibit (a)(5)(O) to the Schedule 14D-9/A filed by the Company with the Securities and Exchange Commission on October 11, 2018).
(a)(5)(I)	Complaint filed on October 15, 2018 (Michael J Sultan v. Essendant Inc., et al., Case No. 1:18-cv-01582-UNA) (incorporated by reference to Exhibit (a)(5)(P) to the Schedule 14D-9/A filed by the Company with the Securities and Exchange Commission on October 16, 2018).
(a)(5)(J)	Joint Press Release issued by Staples Inc. and the Company on October 23, 2018.*
(a)(5)(K)	Complaint filed on October 31, 2018 (Joseph Pietras v. Richard D. Phillips, et al., Case No. 2018-0789) (incorporated by reference to Exhibit (a)(5)(T) to the Schedule 14D-9/A filed by the Company with the Securities and Exchange Commission on November 1, 2018).
(a)(5)(L)	Joint Press Release issued by Staples, Inc. and the Company on November 6, 2018.*
(a)(5)(M)	Joint Press Release issued by Staples, Inc. and the Company on November 13, 2018.*
(a)(5)(N)	Joint Press Release issued by Staples, Inc. and the Company on November 20, 2018.*
(a)(5)(O)	Joint Press Release issued by Staples, Inc. and the Company on November 30, 2018.*
(a)(5)(P)	Joint Press Release issued by Staples, Inc. and the Company on December 5, 2018.*
(a)(5)(Q)	Joint Press Release issued by Staples, Inc. and the Company on December 12, 2018.*
(a)(5)(R)	Joint Press Release issued by Staples, Inc. and the Company on December 19, 2018.*
(a)(5)(S)	Joint Press Release issued by Staples, Inc. and the Company on December 27, 2018.*
(a)(5)(T)	Joint Press Release issued by Staples, Inc. and the Company on January 3, 2019.*
(a)(5)(U)	Joint Press Release issued by Staples, Inc. and the Company on January 10, 2019.*
(a)(5)(V)	Form of Letter sent to Essendant Inc. Customers, dated January 15, 2019 (incorporated by reference to Exhibit (a)(5)(HH) to the Schedule 14D-9/A filed by the Company with the Securities and Exchange Commission on January 15, 2019).
(a)(5)(W)	Joint Press Release issued by Staples, Inc. and the Company on January 17, 2019.*
(a)(5)(X)	Joint Press Release issued by Staples, Inc. and the Company on January 24, 2019.*
(a)(5)(Y)	Joint Press Release issued by Staples, Inc. and the Company on January 31, 2019.

(b)(1)	Debt Commitment Letter, dated September 14, 2018, from Wells Fargo, National Association to Egg Parent Inc. and Egg Merger Sub Inc.*
(d)(1)	Agreement and Plan of Merger, dated as of September 14, 2018, by and among Essendant Inc., Egg Parent Inc. and Egg Merger Sub Inc. and Staples, Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on September 17, 2018).
(d)(2)	Confidentiality Agreement, dated August 3, 2018, between Essendant Inc. and Staples, Inc.*
(g)	None.
(h)	None.

* Previously filed.

EX-99.(A)(5)(Y)

Exhibit (a)(5)(Y)

Staples Successfully Completes Tender Offer for Outstanding Shares of Essendant

FRAMINGHAM, Mass. and DEERFIELD, Ill., Jan. 31, 2019 /PRNewswire/ -- Staples, Inc. (“Staples”) and Essendant Inc. (NASDAQ: ESND) (“Essendant”) today announced the successful completion of the previously announced tender offer by Egg Merger Sub Inc. (“Egg Merger Sub”) and Egg Parent Inc. (“Egg Parent”), affiliates of Staples, to acquire all outstanding shares of Essendant common stock at a purchase 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.

The tender offer expired at 6:00 p.m., New York City time, on January 30, 2019. As of the expiration of the tender offer, 25,794,684 shares of Essendant common stock were validly tendered and not properly withdrawn pursuant to the tender offer (excluding 901,097 shares tendered pursuant to guaranteed delivery procedures but not yet delivered). The shares tendered in the tender offer represent, together with the 4,203,631 shares already owned by Egg Parent, Egg Merger Sub or any of their respective “affiliates” (as defined by Section 251(h)(6) of the General Corporation Law of the State of Delaware (the “DGCL”)), approximately 79.7% of the outstanding shares of Essendant common stock.

Each of the conditions of the tender offer has been satisfied (or validly waived) and Egg Merger Sub has accepted for payment, and will promptly pay for, all shares validly tendered and not properly withdrawn pursuant to the tender offer in accordance with the terms of the tender offer.

As a result of its acceptance of the shares tendered in the tender offer, Egg Merger Sub has acquired a sufficient number of shares of Essendant common stock to close the merger of Egg Merger Sub with and into Essendant without the affirmative vote of Essendant’s stockholders pursuant to Section 251(h) of the DGCL. The merger is expected to be completed today. Each share of Essendant common stock that is outstanding immediately prior to the completion of the merger (other than (i) shares owned, directly or indirectly, by Egg Parent, Essendant (including shares held as treasury stock) or Egg Merger Sub, (ii) shares subject to Essendant’s equity compensation awards and (iii) shares owned by Essendant’s stockholders who have perfected their statutory rights of appraisal pursuant to Section 262 of the DGCL) will be converted automatically into the right to receive an amount in cash equal to the same $12.80 purchase price per share, net to the seller in cash, without interest, subject to any deduction or withholding of taxes required by applicable law, that was offered in the tender offer. Upon completion of the merger, Essendant will become a wholly owned subsidiary of Egg Parent and Essendant common stock will cease trading on Nasdaq.

About Essendant

Essendant is a leading national distributor of workplace items, with 2017 net sales of $5.0 billion. The company provides access to a broad assortment of over 170,000 items, including janitorial and breakroom supplies, technology products, traditional office products, industrial supplies, cut sheet paper products, automotive products and office furniture. Essendant serves a diverse group of customers, including independent resellers, national resellers and e-commerce businesses. Essendant’s network of distribution centers enables it to ship most products overnight to more than ninety percent of the U.S.

About Staples

Staples brings technology and people together in innovative ways to consistently deliver products, services and expertise that elevate and delight customers. Staples is in business with businesses and is passionate about helping businesses work better. Headquartered outside of Boston, Mass., Staples operates primarily in North America. More information about Staples is available at https://www.staples.com.

Forward-Looking Statements

This press release contains forward-looking statements, including, without limitation, the statements made with respect to the tender offer and related transactions, including the benefits expected from the acquisition and the expected timing of the completion of the transaction. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide management’s current expectations or plans for future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements often contain words such as “may,” “can,” “could,” “would,” “should,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “believes,” “seeks,” “will,” “is likely to,” “scheduled,” “positioned to,” “continue,” “forecast,” “aim,” “goal,” “target,” “predicting,” “projection,” “potential” or similar expressions, although not all forward-looking statements contain these words. Forward-looking statements may include references to goals, plans, strategies, objectives, projected costs or savings, anticipated future performance, results, events or transactions of Essendant or Staples and the expected timing of the tender offer and other statements that are not strictly historical in nature. These forward-looking statements are based on management’s current expectations, forecasts and assumptions, including the planned completion of the tender offer, and could ultimately prove inaccurate. This means the forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, including, but not limited to: uncertainties as to the timing of the tender offer and the merger; the occurrence of events that may give rise to a right of one or both of Essendant and Staples to terminate the Merger Agreement; the risk that, prior to the completion of the transaction, Essendant’s business and its relationships with employees, customers, vendors and other business partners could experience significant disruption due to transaction-related uncertainty; the risk that stockholder litigation in connection with the tender offer or the merger may result in significant costs of defense, indemnification and liability; risks associated with transaction-related litigation; the ability of Essendant to retain and hire key personnel; and the risks and uncertainties pertaining to Essendant’s business, including those detailed under “Risk Factors” and elsewhere in Essendant’s public periodic filings with the SEC. There can be no assurance that the proposed acquisition of Essendant by Staples or any other transaction described above will in fact be consummated in the manner described or at all. Stockholders, potential investors and other readers are urged to consider these risks and uncertainties in evaluating forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. It is not possible to anticipate or foresee all risks and uncertainties, and investors should not consider any list of risks and uncertainties to be exhaustive or complete. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, please see the statements and reports on Forms 10-K, 10-Q and 8-K, Schedule TO and Schedule 14D-9 filed with or furnished to the SEC by Essendant, Staples, Egg Parent or Egg Merger Sub and other written statements made by Essendant and Staples from time to time. The forward-looking information herein is given as of this date only and is qualified in its entirety by this cautionary statement, and Essendant and Staples undertake no obligation to revise or update it.

Contacts

For Essendant:

Janet Zelenka – Senior Vice President and CFO – (847) 627-7000

Ryon Wharton – Vice President Finance and Investor Relations – (847) 627-2900

For Staples:

Investors:

D.F. King & Co., Inc.

Edward McCarthy / Kristian Klein, (212) 269-5550

Media:

Gladstone Place Partners

Michael Flaherty, (212) 230-5930