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