0001567619-23-006866.txt : 20230810
0001567619-23-006866.hdr.sgml : 20230810
20230810160556
ACCESSION NUMBER: 0001567619-23-006866
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230806
FILED AS OF DATE: 20230810
DATE AS OF CHANGE: 20230810
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KLARMAN SETH A
CENTRAL INDEX KEY: 0000899869
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36479
FILM NUMBER: 231159282
BUSINESS ADDRESS:
BUSINESS PHONE: 6172108300
MAIL ADDRESS:
STREET 1: 10 ST JAMES AVENUE
STREET 2: STE 1700
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Baupost Group GP, L.L.C.
CENTRAL INDEX KEY: 0001738693
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36479
FILM NUMBER: 231159283
BUSINESS ADDRESS:
STREET 1: 10 ST. JAMES AVENUE
STREET 2: SUITE 1700
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-210-8300
MAIL ADDRESS:
STREET 1: 10 ST. JAMES AVENUE
STREET 2: SUITE 1700
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAUPOST GROUP LLC/MA
CENTRAL INDEX KEY: 0001061768
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36479
FILM NUMBER: 231159284
BUSINESS ADDRESS:
STREET 1: 10 ST JAMES AVE
STREET 2: SUITE 1700
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-210-8300
MAIL ADDRESS:
STREET 1: 10 ST JAMES AVE
STREET 2: SUITE 1700
CITY: BOSTON
STATE: MA
ZIP: 02116
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
3
1
doc1.xml
FORM 3
X0206
3
2023-08-06
0
0001599489
Veritiv Corp
VRTV
0001061768
BAUPOST GROUP LLC/MA
10 ST JAMES AVE
SUITE 1700
BOSTON
MA
02116
0
0
1
0
0001738693
Baupost Group GP, L.L.C.
10 ST. JAMES AVENUE
SUITE 1700
BOSTON
MA
02116
0
0
1
0
0000899869
KLARMAN SETH A
10 ST. JAMES AVE.
SUITE 1700
BOSTON
MA
02116
0
0
1
0
Common Stock
3324324
I
See Footnotes
This statement on Form 3 is being jointly filed by The Baupost Group, L.L.C. ("Baupost"), Baupost Group GP, L.L.C. ("Baupost GP") and Seth A. Klarman ("Mr. Klarman") (collectively, the "Reporting Persons"). Baupost is a registered investment adviser. The principal business of Baupost is to act as an investment adviser to various private investment limited partnerships. Baupost GP, as the manager of Baupost, and Mr. Klarman, as the sole managing member of Baupost GP and a controlling person of Baupost, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the securities beneficially owned by Baupost. Securities reported on this Form 3 as being beneficially owned by Baupost were purchased on behalf of certain of such partnerships.
(Continued from footnote 1) The Reporting Persons disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary therein, and the reporting herein of such securities shall not be construed as an admission that the Reporting Persons are the beneficial owners thereof for purpose of Section 16 or for any other purpose
On August 6, 2023, Veritiv Corporation ("Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Verde Purchaser, LLC, an entity affiliated with Clayton, Dubilier & Rice, LLC ("Parent"), and Verde Merger Sub, Inc. ("Merger Subsidiary"). Pursuant to the Merger Agreement and upon the terms and conditions set forth therein, at the effective time of the Merger, Merger Subsidiary will be merged with and into the Issuer with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). Concurrently with the execution of the Merger Agreement, certain entities affiliated with The Baupost Group, L.L.C. (the "Baupost Stockholders") entered into a Voting Agreement with the Issuer and Parent, dated as of August 6, 2023 (the "Voting Agreement"), pursuant to which the Baupost Stockholders agreed, subject to certain terms and conditions, to vote their shares in favor of the Merger.
(Continued from footnote 3) None of the Baupost Stockholders have any pecuniary interest in any other shares of Issuer common stock owned or controlled by any other party to the Voting Agreement and expressly disclaim any beneficial ownership thereof.
Seth A. Klarman
2023-08-10
Seth A. Klarman
2023-08-10
Seth A. Klarman
2023-08-10