ESND / Essendant Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

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الإحصائيات الأساسية
CIK 355999
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Essendant Inc.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
February 11, 2019 15-12B

ESND / Essendant Inc. 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-38499 ESSENDANT INC. (Exact name of registrant as specified in it

February 11, 2019 SC 13G/A

ESND / Essendant Inc. / VANGUARD GROUP INC Passive Investment

essendantinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9 )* Name of issuer: Essendant Inc Title of Class of Securities: Common Stock CUSIP Number: 296689102 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to design

February 8, 2019 SC 13G/A

ESND / Essendant Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ESSENDANT INC (Name of Issuer) Common Stock (Title of Class of Securities) 296689102 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

February 4, 2019 SC 13D/A

ESND / Essendant Inc. / Staples Inc - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 11) Essendant Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 296689102 (CUSIP Number) S

January 31, 2019 S-8 POS

ESND / Essendant Inc. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on January 31, 2019 Registration No.

January 31, 2019 S-8 POS

ESND / Essendant Inc. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on January 31, 2019 Registration No.

January 31, 2019 S-8 POS

ESND / Essendant Inc. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on January 31, 2019 Registration No.

January 31, 2019 S-8 POS

ESND / Essendant Inc. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on January 31, 2019 Registration No.

January 31, 2019 S-8 POS

ESND / Essendant Inc. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on January 31, 2019 Registration No.

January 31, 2019 S-8 POS

ESND / Essendant Inc. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on January 31, 2019 Registration No.

January 31, 2019 EX-99.1

Staples Successfully Completes Tender Offer for Outstanding Shares of Essendant

EX-99.1 Exhibit 99.1 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

January 31, 2019 EX-99.2

Sycamore Partners Affiliate Acquires National Wholesale Distributor Essendant Staples to Work with Essendant to Provide a Better Offering for Customers

EX-99.2 Exhibit 99.2 Staples, Inc. Mark Cautela (508) 253-3832 [email protected] Sycamore Partners Affiliate Acquires National Wholesale Distributor Essendant Staples to Work with Essendant to Provide a Better Offering for Customers Framingham, MA and Deerfield, IL (January 31, 2019) - Staples, Inc., today announced that an affiliate of Sycamore Partners has acquired Essendant, a national w

January 31, 2019 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2019 ESSENDANT INC. (Exact name of registrant as specified in its charter) Delaware 001-38499 36-3141189 (State or other jurisdiction of incorporation) (Commission Fil

January 31, 2019 EX-99.1

Staples Successfully Completes Tender Offer for Outstanding Shares of Essendant

EX-99.1 Exhibit 99.1 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

January 31, 2019 EX-3.1

Third Amended and Restated Certificate of Incorporation of Essendant Inc., dated January 31, 2019.

EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ESSENDANT INC. ARTICLE I The name of the corporation is Essendant Inc. ARTICLE II The address of the corporation’s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service

January 31, 2019 EX-3.1

Third Amended and Restated Certificate of Incorporation of Essendant Inc., dated January 31, 2019.

EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ESSENDANT INC. ARTICLE I The name of the corporation is Essendant Inc. ARTICLE II The address of the corporation’s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service

January 31, 2019 EX-3.2

Second Amended and Restated By-laws of Essendant Inc., effective January 31, 2019.

EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF ESSENDANT INC. A Delaware corporation (Adopted as of January 31, 2019) ARTICLE I OFFICES Section 1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808. The name of the corporation’s registered agent at

January 31, 2019 EX-99.25

EX-99.25

esnd-form25

January 31, 2019 EX-99.25

EX-99.25

esnd-form25

January 31, 2019 SC 14D9/A

ESND / Essendant Inc. SC 14D9/A

SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 30) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of Class of

January 31, 2019 SC TO-T/A

SPLS / Staples, Inc. SC TO-T/A

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 Securi

January 31, 2019 EX-99.(A)(5)(Y)

Staples Successfully Completes Tender Offer for Outstanding Shares of Essendant

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.

January 31, 2019 SC 13D/A

ESND / Essendant Inc. / PZENA INVESTMENT MANAGEMENT LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5 )* Essendant Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 296689102 (CUSIP Number) Mr. Richard S. Pzena Pzena Investment Management, LLC 320 Park Avenue, 8th Floor New York, NY 10022 (212) 355-1600 (Name, Address and Telephone Number o

January 29, 2019 SC TO-T/A

SPLS / Staples, Inc. SC TO-T/A

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. 23 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 Securi

January 29, 2019 EX-99.(A)(5)(KK)

One Parkway North Boulevard, Suite 100, Deerfield, IL 60015 O 847 627 7000

EX-99.(a)(5)(KK) Exhibit (a)(5)(KK) January 28, 2019 Dear Associates, I know you are all interested in the status of the acquisition of Essendant by Sycamore Partners, the investment firm that owns Staples. Today the Federal Trade Commission voted to approve a consent decree for the proposed acquisition. This vote completes the Federal Trade Commission’s review of the transaction and allows Sycamo

January 29, 2019 SC 14D9/A

ESND / Essendant Inc. SC 14D9/A

SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 29) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of Class of

January 29, 2019 EX-99.(A)(5)(KK)

One Parkway North Boulevard, Suite 100, Deerfield, IL 60015 O 847 627 7000

EX-99.(a)(5)(KK) Exhibit (a)(5)(KK) January 28, 2019 Dear Associates, I know you are all interested in the status of the acquisition of Essendant by Sycamore Partners, the investment firm that owns Staples. Today the Federal Trade Commission voted to approve a consent decree for the proposed acquisition. This vote completes the Federal Trade Commission’s review of the transaction and allows Sycamo

January 29, 2019 EX-99.(A)(5)(LL)

One Parkway North Boulevard, Suite 100, Deerfield, IL 60015 O 847 627 7000

EX-99.(a)(5)(LL) Exhibit (a)(5)(LL) January 28, 2019 Dear Valued Customer, I know many of you are interested in the status of the acquisition of Essendant by Sycamore Partners, the investment firm that owns Staples. Today the Federal Trade Commission voted to approve a consent decree for the proposed acquisition. This vote completes the Federal Trade Commission’s review of the transaction and allo

January 29, 2019 EX-99.(A)(5)(LL)

One Parkway North Boulevard, Suite 100, Deerfield, IL 60015 O 847 627 7000

EX-99.(a)(5)(LL) Exhibit (a)(5)(LL) January 28, 2019 Dear Valued Customer, I know many of you are interested in the status of the acquisition of Essendant by Sycamore Partners, the investment firm that owns Staples. Today the Federal Trade Commission voted to approve a consent decree for the proposed acquisition. This vote completes the Federal Trade Commission’s review of the transaction and allo

January 24, 2019 SC 14D9/A

ESND / Essendant Inc. SC 14D9/A

SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 28) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of Class of

January 24, 2019 EX-99.(A)(5)(X)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

EX-99.(a)(5)(X) Exhibit (a)(5)(X) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass. and DEERFIELD, Ill., Jan. 24, 2019 /PRNewswire/ - Staples, Inc. (“Staples”) and Essendant Inc. (NASDAQ: ESND) (“Essendant”) today announced that, pursuant to the Merger Agreement (as defined below), Egg Merger Sub Inc. (“Egg Merger Sub”) and Egg Paren

January 24, 2019 SC TO-T/A

SPLS / Staples, Inc. SC TO-T/A

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. 22 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 Securi

January 24, 2019 EX-99.(A)(5)(X)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

EX-99.(a)(5)(X) Exhibit (a)(5)(X) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass. and DEERFIELD, Ill., Jan. 24, 2019 /PRNewswire/ - Staples, Inc. (“Staples”) and Essendant Inc. (NASDAQ: ESND) (“Essendant”) today announced that, pursuant to the Merger Agreement (as defined below), Egg Merger Sub Inc. (“Egg Merger Sub”) and Egg Paren

January 17, 2019 SC 14D9/A

ESND / Essendant Inc. SC 14D9/A

SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 27) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of Class of

January 17, 2019 SC TO-T/A

SPLS / Staples, Inc. SC TO-T/A

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. 21 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 Securi

January 17, 2019 EX-99.(A)(5)(W)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

EX-(a)(5)(W) Exhibit (a)(5)(W) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass.

January 17, 2019 EX-99.(A)(5)(W)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

EX-(a)(5)(W) Exhibit (a)(5)(W) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass.

January 15, 2019 SC TO-T/A

SPLS / Staples, Inc. SC TO-T/A

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. 20 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 Securi

January 15, 2019 EX-99.(A)(5)(HH)

***

EX-99.(a)(5)(HH) Exhibit (a)(5)(HH) January 15, 2019 Dear Valued Customer, As outlined in the letter that I shared with you last week, we remain confident that we are well positioned to close the Staples transaction in early Q1. In support of that letter, I wanted to share with you all a note that I received this week from Sandy Douglas, the Chief Executive Officer at Staples, which echoes the con

January 15, 2019 EX-99.(A)(5)(HH)

***

EX-99.(a)(5)(HH) Exhibit (a)(5)(HH) January 15, 2019 Dear Valued Customer, As outlined in the letter that I shared with you last week, we remain confident that we are well positioned to close the Staples transaction in early Q1. In support of that letter, I wanted to share with you all a note that I received this week from Sandy Douglas, the Chief Executive Officer at Staples, which echoes the con

January 15, 2019 SC 14D9/A

ESND / Essendant Inc. SC 14D9/A

SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 26) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of Class of

January 15, 2019 SC 13D/A

ESND / Essendant Inc. / PZENA INVESTMENT MANAGEMENT LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Essendant Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 296689102 (CUSIP Number) Mr. Richard S. Pzena Pzena Investment Management, LLC 320 Park Avenue, 8th Floor New York, NY 10022 (212) 355-1600 (Name, Address and Telephone Number o

January 11, 2019 EX-99.(A)(5)(GG)

Associate Q&A

EX-99.(a)(5)(GG) Exhibit (a)(5)(GG) Associate Q&A >> If you have any questions regarding the Associate Q&A, please contact Investor Relations at [email protected] or 847.627.2900. Below are Q&A related to the Staples Transaction. Because Essendant and Staples will remain separate companies until the date of closing, we may not have all the answers at this time. As Ric indicated in th

January 11, 2019 EX-99.(A)(5)(GG)

Associate Q&A

EX-99.(a)(5)(GG) Exhibit (a)(5)(GG) Associate Q&A >> If you have any questions regarding the Associate Q&A, please contact Investor Relations at [email protected] or 847.627.2900. Below are Q&A related to the Staples Transaction. Because Essendant and Staples will remain separate companies until the date of closing, we may not have all the answers at this time. As Ric indicated in th

January 11, 2019 SC 14D9/A

ESND / Essendant Inc. SC 14D9/A

SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 25) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of Class of

January 11, 2019 SC 13D/A

ESND / Essendant Inc. / PZENA INVESTMENT MANAGEMENT LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Essendant Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 296689102 (CUSIP Number) Mr. Richard S. Pzena Pzena Investment Management, LLC 320 Park Avenue, 8th Floor New York, NY 10022 (212) 355-1600 (Name, Address and Telephone Number o

January 10, 2019 SC 14D9/A

ESND / Essendant Inc. SC 14D9/A

SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 24) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of Class of

January 10, 2019 EX-99.(A)(5)(U)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

EX-99.(a)(5)(U) Exhibit (a)(5)(U) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass. and DEERFIELD, Ill., Jan. 10, 2019 /PRNewswire/ - Staples, Inc. (“Staples”) and Essendant Inc. (NASDAQ: ESND) (“Essendant”) today announced that, pursuant to the Merger Agreement (as defined below), Egg Merger Sub Inc. (“Egg Merger Sub”) and Egg Paren

January 10, 2019 SC TO-T/A

SPLS / Staples, Inc. SC TO-T/A

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. 19 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 Securi

January 10, 2019 EX-99.(A)(5)(U)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

EX-99.(a)(5)(U) Exhibit (a)(5)(U) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass. and DEERFIELD, Ill., Jan. 10, 2019 /PRNewswire/ - Staples, Inc. (“Staples”) and Essendant Inc. (NASDAQ: ESND) (“Essendant”) today announced that, pursuant to the Merger Agreement (as defined below), Egg Merger Sub Inc. (“Egg Merger Sub”) and Egg Paren

January 8, 2019 EX-99.(A)(5)(DD)

ESSENDANT One Parkway North Boulevard, Suite 100, Deerfield, IL 60015 O 847 627 7000

EX-99.(a)(5)(DD) Exhibit (a)(5)(DD) January 8, 2019 Dear Valued Customer, On behalf of the entire Essendant team, we wanted to wish you a very Happy New Year! We are grateful for and look forward to the opportunity to support your business for another year. In addition, we want to take a moment to update you on the status of our pending acquisition. We remain well positioned to close the transacti

January 8, 2019 EX-99.(A)(5)(DD)

ESSENDANT One Parkway North Boulevard, Suite 100, Deerfield, IL 60015 O 847 627 7000

EX-99.(a)(5)(DD) Exhibit (a)(5)(DD) January 8, 2019 Dear Valued Customer, On behalf of the entire Essendant team, we wanted to wish you a very Happy New Year! We are grateful for and look forward to the opportunity to support your business for another year. In addition, we want to take a moment to update you on the status of our pending acquisition. We remain well positioned to close the transacti

January 8, 2019 EX-99.(A)(5)(EE)

Dear Associates,

EX-99.(a)(5)(EE) Exhibit (a)(5)(EE) Dear Associates, On behalf of the entire Essendant senior leadership team, we wish you a very Happy New Year! Thank you for all your efforts in 2018. I want to take a moment to update you on the status of our pending acquisition. We remain well positioned to close the transaction and believe we will do so in early Q1 of 2019, subject to final approval from the F

January 8, 2019 EX-99.(A)(5)(EE)

Dear Associates,

EX-99.(a)(5)(EE) Exhibit (a)(5)(EE) Dear Associates, On behalf of the entire Essendant senior leadership team, we wish you a very Happy New Year! Thank you for all your efforts in 2018. I want to take a moment to update you on the status of our pending acquisition. We remain well positioned to close the transaction and believe we will do so in early Q1 of 2019, subject to final approval from the F

January 8, 2019 SC 14D9/A

ESND / Essendant Inc. SC 14D9/A

SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)( 4) of the Securities Exchange Act of 1934 (Amendment No. 23) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of Class o

January 3, 2019 SC 14D9/A

ESND / Essendant Inc. SC 14D9/A

SC 14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 22) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of Class of

January 3, 2019 EX-99.(A)(5)(T)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

EX-99.(a)(5)(T) Exhibit (a)(5)(T) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass. and DEERFIELD, Ill., Jan. 3, 2019 /PRNewswire/ - Staples, Inc. (“Staples”) and Essendant Inc. (NASDAQ: ESND) (“Essendant”) today announced that, pursuant to the Merger Agreement (as defined below), Egg Merger Sub Inc. (“Egg Merger Sub”) and Egg Parent

January 3, 2019 SC TO-T/A

SPLS / Staples, Inc. SC TO-T/A

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. 18 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 Securi

January 3, 2019 EX-99.(A)(5)(T)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

EX-99.(a)(5)(T) Exhibit (a)(5)(T) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass. and DEERFIELD, Ill., Jan. 3, 2019 /PRNewswire/ - Staples, Inc. (“Staples”) and Essendant Inc. (NASDAQ: ESND) (“Essendant”) today announced that, pursuant to the Merger Agreement (as defined below), Egg Merger Sub Inc. (“Egg Merger Sub”) and Egg Parent

December 27, 2018 SC 14D9/A

ESND / Essendant Inc. SC14D9/A

SC14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 21) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of Class of

December 27, 2018 EX-99.(A)(5)(S)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

EX-99.(a)(5)(S) Exhibit (a)(5)(S) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass. and DEERFIELD, Ill., Dec. 27, 2018 /PRNewswire/ - Staples, Inc. (“Staples”) and Essendant Inc. (NASDAQ: ESND) (“Essendant”) today announced that, pursuant to the Merger Agreement (as defined below), Egg Merger Sub Inc. (“Egg Merger Sub”) and Egg Paren

December 27, 2018 SC TO-T/A

SPLS / Staples, Inc. SC TO-T/A

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. 17 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 Securi

December 27, 2018 EX-99.(A)(5)(S)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

EX-99.(a)(5)(S) Exhibit (a)(5)(S) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass. and DEERFIELD, Ill., Dec. 27, 2018 /PRNewswire/ - Staples, Inc. (“Staples”) and Essendant Inc. (NASDAQ: ESND) (“Essendant”) today announced that, pursuant to the Merger Agreement (as defined below), Egg Merger Sub Inc. (“Egg Merger Sub”) and Egg Paren

December 19, 2018 SC 14D9/A

ESND / Essendant Inc. SC14D9/A

SC14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 20) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of Class of

December 19, 2018 SC TO-T/A

SPLS / Staples, Inc. SC TO-T/A

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. 16 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 Securi

December 19, 2018 EX-99.(A)(5)(R)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

EX-99.(a)(5)(R) Exhibit (a)(5)(R) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass. and DEERFIELD, Ill., Dec. 19, 2018 /PRNewswire/ - Staples, Inc. (“Staples”) and Essendant Inc. (NASDAQ: ESND) (“Essendant”) today announced that, pursuant to the Merger Agreement (as defined below), Egg Merger Sub Inc. (“Egg Merger Sub”) and Egg Paren

December 19, 2018 EX-99.(A)(5)(R)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

EX-99.(a)(5)(R) Exhibit (a)(5)(R) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass. and DEERFIELD, Ill., Dec. 19, 2018 /PRNewswire/ - Staples, Inc. (“Staples”) and Essendant Inc. (NASDAQ: ESND) (“Essendant”) today announced that, pursuant to the Merger Agreement (as defined below), Egg Merger Sub Inc. (“Egg Merger Sub”) and Egg Paren

December 17, 2018 SC 13D/A

ESND / Essendant Inc. / PZENA INVESTMENT MANAGEMENT LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Essendant Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 296689102 (CUSIP Number) Mr. Richard S. Pzena Pzena Investment Management, LLC 320 Park Avenue, 8th Floor New York, NY 10022 (212) 355-1600 (Name, Address and Telephone Number o

December 12, 2018 SC TO-T/A

SPLS / Staples, Inc. SC TO-T/A

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. 15 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 Securi

December 12, 2018 SC 14D9/A

ESND / Essendant Inc. SC14D9/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 19) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of Class of Securitie

December 12, 2018 SC TO-T/A

SPLS / Staples, Inc. SC TO-T/A

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. 14 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 Securi

December 12, 2018 EX-99.(A)(5)(Q)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

EX-99.(a)(5)(Q) Exhibit (a)(5)(Q) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass. and DEERFIELD, Ill., Dec. 12, 2018 /PRNewswire/ - Staples, Inc. (“Staples”) and Essendant Inc. (NASDAQ: ESND) (“Essendant”) today announced that, pursuant to the Merger Agreement (as defined below), Egg Merger Sub Inc. (“Egg Merger Sub”) and Egg Paren

December 12, 2018 EX-99.(A)(5)(Q)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

EX-99.(a)(5)(Q) Exhibit (a)(5)(Q) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass. and DEERFIELD, Ill., Dec. 12, 2018 /PRNewswire/ - Staples, Inc. (“Staples”) and Essendant Inc. (NASDAQ: ESND) (“Essendant”) today announced that, pursuant to the Merger Agreement (as defined below), Egg Merger Sub Inc. (“Egg Merger Sub”) and Egg Paren

December 6, 2018 SC 14D9/A

ESND / Essendant Inc. SC14D9/A

SC 14D9/A 1 d610355dsc14d9a.htm SC14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 18) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 2966

December 6, 2018 EX-99.(A)(5)(P)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

EX-99.(a)(5)(P) Exhibit (a)(5)(P) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass. and DEERFIELD, Ill., Dec. 5, 2018 /PRNewswire/ - Staples, Inc. (“Staples”) and Essendant Inc. (NASDAQ: ESND) (“Essendant”) today announced that, pursuant to the Merger Agreement (as defined below), Egg Merger Sub Inc. (“Egg Merger Sub”) and Egg Parent

December 6, 2018 SC TO-T/A

SPLS / Staples, Inc. 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. 13 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) 2966

December 3, 2018 SC 13D/A

ESND / Essendant Inc. / PZENA INVESTMENT MANAGEMENT LLC - SC 13D/A Activist Investment

SC 13D/A 1 pzn-sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Essendant Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 296689102 (CUSIP Number) Mr. Richard S. Pzena Pzena Investment Management, LLC 320 Park Avenue, 8th Floor New York, NY 10022 (212) 355-1600 (N

November 30, 2018 SC 14D9/A

ESND / Essendant Inc. SC14D9/A

SC14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 17) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of Class of

November 30, 2018 EX-99.(A)(5)(O)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

Exhibit (a)(5)(O) Exhibit (a)(5)(o) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass.

November 30, 2018 SC TO-T/A

SPLS / Staples, Inc. SC TO-T/A

SC TO-T/A 1 d667067dsctota.htm 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. 12 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

November 21, 2018 SC 14D9/A

ESND / Essendant Inc. SC14D9/A

SC14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 16) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of Class of

November 20, 2018 SC 14D9/A

ESND / Essendant Inc. SC14D9/A

SC 14D9/A 1 d629978dsc14d9a.htm SC14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 15) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 2966

November 20, 2018 EX-99.(A)(5)(N)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

Exhibit (a)(5)(N) Exhibit (a)(5)(N) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass.

November 20, 2018 SC TO-T/A

SPLS / Staples, Inc. SC TO-T/A

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. 11 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 Securi

November 20, 2018 EX-99.(A)(5)(N)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

Exhibit (a)(5)(N) Exhibit (a)(5)(N) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass.

November 13, 2018 SC 14D9/A

ESND / Essendant Inc. SC14D9/A

SC14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 14) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of Class of

November 13, 2018 EX-99.(A)(5)(M)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

Exhibit (a)(5)(M) Exhibit (a)(5)(M) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass.

November 13, 2018 SC TO-T/A

SPLS / Staples, Inc. SC TO-T/A

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. 10 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 Securi

November 13, 2018 EX-99.(A)(5)(M)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

Exhibit (a)(5)(M) Exhibit (a)(5)(M) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass.

November 6, 2018 SC 14D9/A

ESND / Essendant Inc. SC14D9/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 13) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of Class of Securitie

November 6, 2018 EX-99.(A)(5)(L)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

Exhibit (a)(5)(L) Exhibit (a)(5)(L) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass.

November 6, 2018 SC TO-T/A

SPLS / Staples, Inc. 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. 9 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) 29668

November 6, 2018 EX-99.(A)(5)(L)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

Exhibit (a)(5)(L) Exhibit (a)(5)(L) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass.

November 1, 2018 SC TO-T/A

SPLS / Staples, Inc. SC TO-T/A

SC TO-T/A 1 d644001dsctota.htm 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. 8 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 v

November 1, 2018 EX-99.(A)(5)(T)

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE JOSEPH PIETRAS, On Behalf of C.A. No. Himself and All Others Similarly Situated, Plaintiff, v. RICHARD D. PHILLIPS, CHARLES K. CROVITZ, DENNIS J. MARTIN, SUSAN J. RILEY, ALEXANDER M. SCHMELKIN, STUART

EX-99.(a)(5)(T) Exhibit (a)(5)(T) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE JOSEPH PIETRAS, On Behalf of C.A. No. Himself and All Others Similarly Situated, Plaintiff, v. RICHARD D. PHILLIPS, CHARLES K. CROVITZ, DENNIS J. MARTIN, SUSAN J. RILEY, ALEXANDER M. SCHMELKIN, STUART A. TAYLOR, II, PAUL S. WILLIAMS, ALEX D. ZOGHLIN, SYCAMORE PARTNERS, STAPLES, INC., EGG PARENT INC., and EGG MERGER

November 1, 2018 EX-99.(A)(5)(T)

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE JOSEPH PIETRAS, On Behalf of C.A. No. Himself and All Others Similarly Situated, Plaintiff, v. RICHARD D. PHILLIPS, CHARLES K. CROVITZ, DENNIS J. MARTIN, SUSAN J. RILEY, ALEXANDER M. SCHMELKIN, STUART

EX-99.(a)(5)(T) Exhibit (a)(5)(T) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE JOSEPH PIETRAS, On Behalf of C.A. No. Himself and All Others Similarly Situated, Plaintiff, v. RICHARD D. PHILLIPS, CHARLES K. CROVITZ, DENNIS J. MARTIN, SUSAN J. RILEY, ALEXANDER M. SCHMELKIN, STUART A. TAYLOR, II, PAUL S. WILLIAMS, ALEX D. ZOGHLIN, SYCAMORE PARTNERS, STAPLES, INC., EGG PARENT INC., and EGG MERGER

November 1, 2018 SC 14D9/A

ESND / Essendant Inc. SC14D9/A

SC 14D9/A 1 d620810dsc14d9a.htm SC14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 12) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 2966

October 29, 2018 SC 14D9/A

ESND / Essendant Inc. SC14D9/A

SC 14D9/A 1 d646025dsc14d9a.htm SC14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 11) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 2966

October 29, 2018 EX-99.(A)(5)(S)

Staples Q&A

EX-99.(a)(5)(S) Exhibit (a)(5)(S) Below are Q&A related to the Staples Transaction. Because Essendant and Staples will remain separate companies until the date of closing, we may not have all the answers at this time. In keeping with our continued commitment to transparency, we will keep you informed of further developments as appropriate. After closing, which is anticipated in the fourth quarter

October 29, 2018 EX-99.(A)(5)(S)

Staples Q&A

EX-99.(a)(5)(S) Exhibit (a)(5)(S) Below are Q&A related to the Staples Transaction. Because Essendant and Staples will remain separate companies until the date of closing, we may not have all the answers at this time. In keeping with our continued commitment to transparency, we will keep you informed of further developments as appropriate. After closing, which is anticipated in the fourth quarter

October 25, 2018 EX-99.1

ESSENDANT REPORTS THIRD QUARTER 2018 RESULTS

Exhibit 99.1 Executive Offices One Parkway North Blvd. Suite 100 Deerfield, IL 60015-2559 For Further Information Contact: [email protected] (847) 627-2900 ESSENDANT REPORTS THIRD QUARTER 2018 RESULTS DEERFIELD, Ill., October 25, 2018 – Essendant Inc. (NASDAQ: ESND), a leading national distributor of workplace items, today announced financial results for the third quarter ended Septe

October 25, 2018 EX-99.1

ESSENDANT REPORTS THIRD QUARTER 2018 RESULTS

Exhibit 99.1 Executive Offices One Parkway North Blvd. Suite 100 Deerfield, IL 60015-2559 For Further Information Contact: [email protected] (847) 627-2900 ESSENDANT REPORTS THIRD QUARTER 2018 RESULTS DEERFIELD, Ill., October 25, 2018 – Essendant Inc. (NASDAQ: ESND), a leading national distributor of workplace items, today announced financial results for the third quarter ended Septe

October 25, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 25, 2018 ESSENDANT INC. (Exact name of registrant as specified in its charter) Delaware 001-38499 36-3141189 (State or other jurisdiction of incorporation) (Commission File Nu

October 25, 2018 10-Q

ESND / Essendant Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38499 ESSEN

October 24, 2018 EX-99.(A)(5)(R)

Essendant’s Board Declares Regular Dividend

EX-99.(a)(5)(R) Exhibit (a)(5)(R) Essendant’s Board Declares Regular Dividend DEERFIELD, Ill., Oct. 24, 2018 - Essendant Inc. (NASDAQ: ESND) announced that on October 23, 2018 its board of directors declared a $0.14 per share dividend payable on January 15, 2019 (the “January Dividend”) to stockholders of record at the close of business on December 14, 2018 (the “Record Date”). On September 14, 20

October 24, 2018 EX-99.(A)(5)(R)

Essendant’s Board Declares Regular Dividend

EX-99.(a)(5)(R) Exhibit (a)(5)(R) Essendant’s Board Declares Regular Dividend DEERFIELD, Ill., Oct. 24, 2018 - Essendant Inc. (NASDAQ: ESND) announced that on October 23, 2018 its board of directors declared a $0.14 per share dividend payable on January 15, 2019 (the “January Dividend”) to stockholders of record at the close of business on December 14, 2018 (the “Record Date”). On September 14, 20

October 24, 2018 SC 14D9/A

ESND / Essendant Inc. SC14D9/A

SC 14D9/A 1 d627698dsc14d9a.htm SC14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 10) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 2966

October 23, 2018 SC 14D9/A

ESND / Essendant Inc. SC14D9/A

SC 14D9/A 1 d634994dsc14d9a.htm SC14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 9) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 29668

October 23, 2018 EX-99.(A)(5)(J)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

Exhibit (a)(5)(J) Exhibit (a)(5)(J) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass.

October 23, 2018 EX-99.(A)(5)(J)

Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant

Exhibit (a)(5)(J) Exhibit (a)(5)(J) Staples and Essendant Announce Extension of Tender Offer for All Outstanding Shares of Essendant FRAMINGHAM, Mass.

October 23, 2018 SC TO-T/A

SPLS / Staples, Inc. SC TO-T/A

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. 7 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 Securit

October 16, 2018 SC TO-T/A

SPLS / Staples, Inc. SC TO-T/A

SC TO-T/A 1 d611615dsctota.htm 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. 6 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 v

October 16, 2018 EX-99.(A)(5)(P)

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE MICHAEL J SULTAN, Plaintiff, Case No.: v. ESSENDANT INC., RICHARD D. PHILLIPS, CHARLES K. CROVITZ, JURY TRIAL DEMANDED DENNIS J. MARTIN, SUSAN J. RILEY, ALEXANDER M. SCHMELKIN, STUART A

EX-99.(a)(5)(P) Exhibit (a)(5)(P) IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE MICHAEL J SULTAN, Plaintiff, Case No.: v. ESSENDANT INC., RICHARD D. PHILLIPS, CHARLES K. CROVITZ, JURY TRIAL DEMANDED DENNIS J. MARTIN, SUSAN J. RILEY, ALEXANDER M. SCHMELKIN, STUART A. TAYLOR, II, PAUL S. WILLIAMS, and ALEX D. ZOGHLIN Defendants. COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE A

October 16, 2018 EX-99.(A)(5)(P)

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE MICHAEL J SULTAN, Plaintiff, Case No.: v. ESSENDANT INC., RICHARD D. PHILLIPS, CHARLES K. CROVITZ, JURY TRIAL DEMANDED DENNIS J. MARTIN, SUSAN J. RILEY, ALEXANDER M. SCHMELKIN, STUART A

EX-99.(a)(5)(P) Exhibit (a)(5)(P) IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE MICHAEL J SULTAN, Plaintiff, Case No.: v. ESSENDANT INC., RICHARD D. PHILLIPS, CHARLES K. CROVITZ, JURY TRIAL DEMANDED DENNIS J. MARTIN, SUSAN J. RILEY, ALEXANDER M. SCHMELKIN, STUART A. TAYLOR, II, PAUL S. WILLIAMS, and ALEX D. ZOGHLIN Defendants. COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE A

October 16, 2018 SC 14D9/A

ESND / Essendant Inc. SC14D9/A

SC 14D9/A 1 d589884dsc14d9a.htm SC14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 8) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 29668

October 11, 2018 SC TO-T/A

SPLS / Staples, Inc. SC TO-T/A

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. 5 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 Securit

October 11, 2018 SC 14D9/A

ESND / Essendant Inc. SC14D9/A

SC14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 7) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of Class of S

October 11, 2018 EX-99.(A)(5)(O)

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE GENUINE PARTS COMPANY, C.A. No. Plaintiff, v. ESSENDANT INC., Defendant. VERIFIED COMPLAINT

EX-99.(a)(5)(O) Exhibit (a)(5)(O) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE GENUINE PARTS COMPANY, C.A. No. Plaintiff, v. ESSENDANT INC., Defendant. VERIFIED COMPLAINT Plaintiff Genuine Parts Company (“GPC”), by its attorneys, for its complaint against defendant Essendant Inc. (“Essendant”) alleges as follows: NATURE OF THE ACTION 1. This action arises from Essendant’s deceptive conduct an

October 11, 2018 EX-99.(A)(5)(O)

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE GENUINE PARTS COMPANY, C.A. No. Plaintiff, v. ESSENDANT INC., Defendant. VERIFIED COMPLAINT

EX-99.(a)(5)(O) Exhibit (a)(5)(O) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE GENUINE PARTS COMPANY, C.A. No. Plaintiff, v. ESSENDANT INC., Defendant. VERIFIED COMPLAINT Plaintiff Genuine Parts Company (“GPC”), by its attorneys, for its complaint against defendant Essendant Inc. (“Essendant”) alleges as follows: NATURE OF THE ACTION 1. This action arises from Essendant’s deceptive conduct an

October 9, 2018 SC TO-T/A

SPLS / Staples, Inc. SC TO-T/A

SC TO-T/A 1 d634350dsctota.htm 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. 4 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 v

October 9, 2018 EX-99.(A)(5)(N)

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE LONG NGUYEN, On Behalf of Himself and ) All Others Similarly Situated, ) ) Plaintiff, ) Case No. ) v. ) JURY TRIAL DEMANDED ) ESSENDANT INC., RICHARD D. ) CLASS ACTION PHILLIPS, CHARLES

EX-99.(a)(5)(N) Exhibit (a)(5)(N) IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE LONG NGUYEN, On Behalf of Himself and ) All Others Similarly Situated, ) ) Plaintiff, ) Case No. ) v. ) JURY TRIAL DEMANDED ) ESSENDANT INC., RICHARD D. ) CLASS ACTION PHILLIPS, CHARLES K. CROVITZ, ) DENNIS J. MARTIN, SUSAN J. RILEY, ) ALEXANDER M. SCHMELKIN, STUART ) A. TAYLOR, II, PAUL S. WILLIAMS,

October 9, 2018 EX-99.(A)(5)(N)

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE LONG NGUYEN, On Behalf of Himself and ) All Others Similarly Situated, ) ) Plaintiff, ) Case No. ) v. ) JURY TRIAL DEMANDED ) ESSENDANT INC., RICHARD D. ) CLASS ACTION PHILLIPS, CHARLES

EX-99.(a)(5)(N) Exhibit (a)(5)(N) IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE LONG NGUYEN, On Behalf of Himself and ) All Others Similarly Situated, ) ) Plaintiff, ) Case No. ) v. ) JURY TRIAL DEMANDED ) ESSENDANT INC., RICHARD D. ) CLASS ACTION PHILLIPS, CHARLES K. CROVITZ, ) DENNIS J. MARTIN, SUSAN J. RILEY, ) ALEXANDER M. SCHMELKIN, STUART ) A. TAYLOR, II, PAUL S. WILLIAMS,

October 9, 2018 SC 14D9/A

ESND / Essendant Inc. SC14D9/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 6) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of Class of Securities

October 4, 2018 SC 14D9/A

ESND / Essendant Inc. SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Essendant Inc. (Name of Subject Company) Pzena Investment Management, LLC (Name of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSI

October 4, 2018 EX-99

Shareholders Should Not Tender Their Shares The Staples Offer Undervalues Essendant This presentation contains forward-looking statements, including statements regarding the proposed acquisition of Essendant Inc. (“Essendant”) by Staples, Inc. (“Stap

Shareholders Should Not Tender Their Shares The Staples Offer Undervalues Essendant This presentation contains forward-looking statements, including statements regarding the proposed acquisition of Essendant Inc.

October 4, 2018 EX-99

Shareholders Should Not Tender Their Shares The Staples Offer Undervalues Essendant This presentation contains forward-looking statements, including statements regarding the proposed acquisition of Essendant Inc. (“Essendant”) by Staples, Inc. (“Stap

Shareholders Should Not Tender Their Shares The Staples Offer Undervalues Essendant This presentation contains forward-looking statements, including statements regarding the proposed acquisition of Essendant Inc.

October 4, 2018 EX-99

Shareholders Should Not Tender Their Shares The Staples Offer Undervalues Essendant This presentation contains forward-looking statements, including statements regarding the proposed acquisition of Essendant Inc. (“Essendant”) by Staples, Inc. (“Stap

Shareholders Should Not Tender Their Shares The Staples Offer Undervalues Essendant This presentation contains forward-looking statements, including statements regarding the proposed acquisition of Essendant Inc.

October 4, 2018 SC 14D9

ESND / Essendant Inc. SC 14D9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Essendant Inc. (Name of Subject Company) Pzena Investment Management, LLC (Name of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP

October 4, 2018 EX-99

Shareholders Should Not Tender Their Shares The Staples Offer Undervalues Essendant This presentation contains forward-looking statements, including statements regarding the proposed acquisition of Essendant Inc. (“Essendant”) by Staples, Inc. (“Stap

Shareholders Should Not Tender Their Shares The Staples Offer Undervalues Essendant This presentation contains forward-looking statements, including statements regarding the proposed acquisition of Essendant Inc.

October 3, 2018 SC TO-T/A

SPLS / Staples, Inc. SC TO-T/A

SC TO-T/A 1 d627024dsctota.htm 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. 3 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 v

October 3, 2018 EX-99.(A)(5)(M)

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE PATRICK PLUMLEY, Individually and On ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) Case No. ) v. ) JURY TRIAL DEMANDED ) ESSENDANT INC., RICHARD D. ) CLASS ACTION PHILLIPS

EX-99.(a)(5)(M) Exhibit (a)(5)(M) IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE PATRICK PLUMLEY, Individually and On ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) Case No. ) v. ) JURY TRIAL DEMANDED ) ESSENDANT INC., RICHARD D. ) CLASS ACTION PHILLIPS, CHARLES K. CROVITZ, ) DENNIS J. MARTIN, SUSAN J. RILEY, ) ALEXANDER M. SCHMELKIN, STUART ) A. TAYLOR, II, PAUL S.

October 3, 2018 SC 14D9/A

ESND / Essendant Inc. SC14D9/A

SC14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 5) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of Class of S

October 3, 2018 EX-99.(A)(5)(M)

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE PATRICK PLUMLEY, Individually and On ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) Case No. ) v. ) JURY TRIAL DEMANDED ) ESSENDANT INC., RICHARD D. ) CLASS ACTION PHILLIPS

EX-99.(a)(5)(M) Exhibit (a)(5)(M) IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE PATRICK PLUMLEY, Individually and On ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) Case No. ) v. ) JURY TRIAL DEMANDED ) ESSENDANT INC., RICHARD D. ) CLASS ACTION PHILLIPS, CHARLES K. CROVITZ, ) DENNIS J. MARTIN, SUSAN J. RILEY, ) ALEXANDER M. SCHMELKIN, STUART ) A. TAYLOR, II, PAUL S.

October 2, 2018 SC 14D9/A

ESND / Essendant Inc. SC14D9/A

SC14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of Class of S

October 2, 2018 EX-99.(A)(5)(L)

ESSENDANT One Parkway North Boulevard, Suite 100, Deerfield, IL 60015 O 847 627 7000

EX-99.(a)(5)(L) Exhibit (a)(5)(L) October 2, 2018 Dear Valued Customer, As we work to complete the Staples transaction, we want to keep you up to date on our discussions with the leadership team at Staples. An important part of our dialogue has been focused on addressing the questions and concerns you have raised regarding the potential impacts of the transaction on your business. To that end, we

October 2, 2018 EX-99.(A)(5)(L)

ESSENDANT One Parkway North Boulevard, Suite 100, Deerfield, IL 60015 O 847 627 7000

EX-99.(a)(5)(L) Exhibit (a)(5)(L) October 2, 2018 Dear Valued Customer, As we work to complete the Staples transaction, we want to keep you up to date on our discussions with the leadership team at Staples. An important part of our dialogue has been focused on addressing the questions and concerns you have raised regarding the potential impacts of the transaction on your business. To that end, we

October 1, 2018 SC TO-T/A

SPLS / Staples, Inc. SC TO-T/A

SC TO-T/A 1 d616999dsctota.htm 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. 2 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 v

September 28, 2018 SC 14D9/A

ESND / Essendant Inc. SC14D9/A

SC 14D9/A 1 d621112dsc14d9a.htm SC14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 29668

September 28, 2018 EX-99.(A)(5)(K)

ESSENDANT One Parkway North Boulevard, Suite 100, Deerfield, IL 60015 O 847 627 7000

EX-99.(A)(5)(K) 3 d621112dex99a5k.htm EX-99.(A)(5)(K) Exhibit (a)(5)(K) September 28, 2018 Dear Valued Customer, As you may have already seen, Staples launched their tender offer on September 24, allowing Essendant shareholders to begin tendering their shares to Staples and marking an important milestone toward completing our transaction. We know many of you have questions about Staples’ plans for

September 28, 2018 EX-99.(A)(5)(K)

ESSENDANT One Parkway North Boulevard, Suite 100, Deerfield, IL 60015 O 847 627 7000

EX-99.(A)(5)(K) 3 d621112dex99a5k.htm EX-99.(A)(5)(K) Exhibit (a)(5)(K) September 28, 2018 Dear Valued Customer, As you may have already seen, Staples launched their tender offer on September 24, allowing Essendant shareholders to begin tendering their shares to Staples and marking an important milestone toward completing our transaction. We know many of you have questions about Staples’ plans for

September 28, 2018 EX-99.(A)(5)(J)

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE JOSEPH PIETRAS, Individually and on Behalf of All Others Similarly Situated, Plaintiff, v. ESSENDANT INC., RICHARD D. PHILLIPS, CHARLES K. CROVITZ, DENNIS J. MARTIN, SUSAN J. RILEY, ALE

EX-99.(a)(5)(J) Exhibit (a)(5)(J) IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE JOSEPH PIETRAS, Individually and on Behalf of All Others Similarly Situated, Plaintiff, v. ESSENDANT INC., RICHARD D. PHILLIPS, CHARLES K. CROVITZ, DENNIS J. MARTIN, SUSAN J. RILEY, ALEXANDER M. SCHMELKIN, STUART A. TAYLOR, II, PAUL S. WILLIAMS, and ALEX D. ZOGHLIN, Defendants. Case No.: CLASS ACTION

September 28, 2018 EX-99.(A)(5)(J)

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE JOSEPH PIETRAS, Individually and on Behalf of All Others Similarly Situated, Plaintiff, v. ESSENDANT INC., RICHARD D. PHILLIPS, CHARLES K. CROVITZ, DENNIS J. MARTIN, SUSAN J. RILEY, ALE

EX-99.(a)(5)(J) Exhibit (a)(5)(J) IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE JOSEPH PIETRAS, Individually and on Behalf of All Others Similarly Situated, Plaintiff, v. ESSENDANT INC., RICHARD D. PHILLIPS, CHARLES K. CROVITZ, DENNIS J. MARTIN, SUSAN J. RILEY, ALEXANDER M. SCHMELKIN, STUART A. TAYLOR, II, PAUL S. WILLIAMS, and ALEX D. ZOGHLIN, Defendants. Case No.: CLASS ACTION

September 26, 2018 SC TO-T/A

SPLS / Staples, Inc. 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. 1 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) 29668

September 25, 2018 EX-99.(A)(5)(I)

ESSENDANT One Parkway North Boulevard, Suite 100, Deerfield, IL 60015 O 847 627 7000

EX-99.(a)(5)(I) Exhibit (a)(5)(I) September 25, 2018 Dear Valued Customer, As you may have already seen, Staples launched their tender offer yesterday morning, allowing Essendant shareholders to begin tendering their shares to Staples and marking an important milestone toward completing our transaction. We know many of our independent office products resellers have voiced questions about Staples’

September 25, 2018 EX-99.(A)(5)(I)

ESSENDANT One Parkway North Boulevard, Suite 100, Deerfield, IL 60015 O 847 627 7000

EX-99.(a)(5)(I) Exhibit (a)(5)(I) September 25, 2018 Dear Valued Customer, As you may have already seen, Staples launched their tender offer yesterday morning, allowing Essendant shareholders to begin tendering their shares to Staples and marking an important milestone toward completing our transaction. We know many of our independent office products resellers have voiced questions about Staples’

September 25, 2018 SC 14D9/A

ESND / Essendant Inc. SC14D9/A

SC 14D9/A 1 d628143dsc14d9a.htm SC14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 29668

September 25, 2018 SC 13D/A

ESND / Essendant Inc. / Staples Inc - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 10) Essendant Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 296689102 (CUSIP Number) Sean D. Ro

September 24, 2018 EX-99.(A)(5)(G)

ESSENDANT One Parkway North Boulevard, Suite 100, Deerfield, IL 60015 O 847 627 7000

EX-99.(a)(5)(G) Exhibit (a)(5)(G) September 24, 2018 Dear Associates, Today, Staples announced that it has commenced its tender offer to acquire all outstanding shares of Essendant for $12.80 per share in cash. A copy of the joint press release regarding the tender offer is attached. This represents the next step in the process of consummating our merger with Staples. With the formal tender underw

September 24, 2018 EX-99.(A)(5)(H)

Staples Tender Offer – Q&A for Essendant Associates

EX-99.(a)(5)(H) Exhibit (a)(5)(H) Staples Tender Offer – Q&A for Essendant Associates 1. How many shares need to tender in order for this transaction to go through? • Completion of the tender offer is conditioned upon several items, including Staples acquiring over 50% of Essendant’s outstanding common stock, including the approximately 11% of shares that Staples already owns, as well as regulator

September 24, 2018 SC 14D9/A

ESND / Essendant Inc. SC14D9/A

SC 14D9/A 1 d626837dsc14d9a.htm SC14D9/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 29668

September 24, 2018 EX-99.(A)(2)

Essendant Inc. One Parkway North Boulevard Deerfield, Illinois 60015

EX-99.(a)(2) Exhibit (a)(2) Essendant Inc. One Parkway North Boulevard Deerfield, Illinois 60015 September 24, 2018 Dear Stockholder: As previously announced, on September 14, 2018, Essendant Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for the acquisition of Essendant by an affiliate of Staples, Inc. In accordance with the Merger Agreement, Egg Merger Sub I

September 24, 2018 SC 14D9

ESND / Essendant Inc. SC 14D9

SC 14D9 1 d629268dsc14d9.htm SC 14D9 Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102

September 24, 2018 EX-99.(A)(2)

Essendant Inc. One Parkway North Boulevard Deerfield, Illinois 60015

EX-99.(a)(2) Exhibit (a)(2) Essendant Inc. One Parkway North Boulevard Deerfield, Illinois 60015 September 24, 2018 Dear Stockholder: As previously announced, on September 14, 2018, Essendant Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for the acquisition of Essendant by an affiliate of Staples, Inc. In accordance with the Merger Agreement, Egg Merger Sub I

September 24, 2018 EX-99.(D)(2)

1

Exhibit (d)(2) Exhibit (d)(2) CONFIDENTIAL August 3, 2018 Staples, Inc. 500 Staples Drive Framingham, MA 01702 Ladies and Gentlemen: Essendant Inc. (“Essendant”) and Staples, Inc. (“Staples”) desire to exchange information in connection with the exploration of a possible business transaction (the “Transaction”) between the two companies. In order to allow Essendant and Staples to evaluate the Tran

September 24, 2018 EX-99.(B)(1)

WELLS FARGO BANK, NATIONAL ASSOCIATION One Boston Place, 19th Fl. Boston, MA 02108

Exhibit (b)(1) Exhibit (b)(1) WELLS FARGO BANK, NATIONAL ASSOCIATION One Boston Place, 19th Fl.

September 24, 2018 EX-99.(A)(1)(D)

Offer to Purchase for Cash All Outstanding Shares of Common Stock ESSENDANT INC. $12.80 Net Per Share Pursuant to the Offer to Purchase dated September 24, 2018 EGG MERGER SUB INC., a direct wholly owned subsidiary of EGG PARENT INC. and an affiliate

Exhibit (a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock of ESSENDANT INC.

September 24, 2018 SC TO-T

SPLS / Staples, Inc. SC TO-T

SC TO-T 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 (CU

September 24, 2018 EX-99.(A)(5)(B)

Staples, Inc. Commences All Cash Tender Offer for All Outstanding Shares of Essendant Previously-Announced Offer Price of $12.80 Per Share in Cash

Exhibit (a)(5)(B) Exhibit (a)(5)(B) Staples, Inc. Commences All Cash Tender Offer for All Outstanding Shares of Essendant Previously-Announced Offer Price of $12.80 Per Share in Cash FRAMINGHAM, Mass. & DEERFIELD, Ill., — September 24, 2018 — Staples, Inc. and Essendant Inc. (NASDAQ: ESND) today announced that an affiliate of Staples has commenced the previously announced tender offer for all outs

September 24, 2018 EX-99.(B)(1)

WELLS FARGO BANK, NATIONAL ASSOCIATION One Boston Place, 19th Fl. Boston, MA 02108

Exhibit (b)(1) Exhibit (b)(1) WELLS FARGO BANK, NATIONAL ASSOCIATION One Boston Place, 19th Fl.

September 24, 2018 EX-99.(A)(1)(F)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase (as defined below), dated September 24, 2018, and the related Let

Exhibit (a)(1)(F) Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

September 24, 2018 EX-99.(A)(1)(E)

Offer to Purchase for Cash All Outstanding Shares of Common Stock ESSENDANT INC. $12.80 Net Per Share Pursuant to the Offer to Purchase dated September 24, 2018 EGG MERGER SUB INC., a direct wholly owned subsidiary of EGG PARENT INC. and an affiliate

Exhibit (a)(1)(E) Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of Common Stock of ESSENDANT INC.

September 24, 2018 EX-99.(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock ESSENDANT INC. $12.80 Net Per Share Pursuant to the Offer to Purchase dated September 24, 2018 EGG MERGER SUB INC., a direct wholly owned subsidiary of EGG PARENT INC. and an affiliat

Exhibit (a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of ESSENDANT INC.

September 24, 2018 EX-99.(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock ESSENDANT INC. $12.80 Net Per Share Pursuant to the Offer to Purchase dated September 24, 2018 EGG MERGER SUB INC., a direct wholly owned subsidiary of EGG PARENT INC. and an affiliat

Exhibit (a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of ESSENDANT INC.

September 24, 2018 EX-99.(A)(1)(B)

Letter of Transmittal Tender Shares of Common Stock Essendant Inc.—CUSIP #296689102 Pursuant to the Offer to Purchase for Cash All Outstanding Shares of Common Stock ESSENDANT INC. $12.80 Net Per Share EGG MERGER SUB INC., a direct wholly owned subsi

Exhibit (a)(1)(B) Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of Essendant Inc.

September 24, 2018 EX-99.(A)(5)(B)

Staples, Inc. Commences All Cash Tender Offer for All Outstanding Shares of Essendant Previously-Announced Offer Price of $12.80 Per Share in Cash

Exhibit (a)(5)(B) Exhibit (a)(5)(B) Staples, Inc. Commences All Cash Tender Offer for All Outstanding Shares of Essendant Previously-Announced Offer Price of $12.80 Per Share in Cash FRAMINGHAM, Mass. & DEERFIELD, Ill., — September 24, 2018 — Staples, Inc. and Essendant Inc. (NASDAQ: ESND) today announced that an affiliate of Staples has commenced the previously announced tender offer for all outs

September 24, 2018 EX-99.(A)(1)(A)

Offer to Purchase for Cash All Outstanding Shares of Common Stock ESSENDANT INC. $12.80 Net Per Share EGG MERGER SUB INC., a direct wholly owned subsidiary of EGG PARENT INC. and an affiliate of STAPLES, INC.

Exhibit (a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of ESSENDANT INC.

September 24, 2018 EX-99.(D)(2)

1

Exhibit (d)(2) Exhibit (d)(2) CONFIDENTIAL August 3, 2018 Staples, Inc. 500 Staples Drive Framingham, MA 01702 Ladies and Gentlemen: Essendant Inc. (“Essendant”) and Staples, Inc. (“Staples”) desire to exchange information in connection with the exploration of a possible business transaction (the “Transaction”) between the two companies. In order to allow Essendant and Staples to evaluate the Tran

September 24, 2018 EX-99.(A)(1)(F)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase (as defined below), dated September 24, 2018, and the related Let

Exhibit (a)(1)(F) Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

September 24, 2018 EX-99.(A)(1)(E)

Offer to Purchase for Cash All Outstanding Shares of Common Stock ESSENDANT INC. $12.80 Net Per Share Pursuant to the Offer to Purchase dated September 24, 2018 EGG MERGER SUB INC., a direct wholly owned subsidiary of EGG PARENT INC. and an affiliate

Exhibit (a)(1)(E) Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of Common Stock of ESSENDANT INC.

September 20, 2018 EX-99.2

ESSENDANT One Parkway North Boulevard, Suite 100, Deerfield, IL 60015 O 847 627 7000

EX-99.2 Exhibit 99.2 September 19, 2018 Dear Valued Partner, As you may have seen, we announced last week that Essendant has terminated our agreement to combine with Genuine Parts Company’s S.P. Richards business and has agreed to be acquired by Staples. A copy of the press release we issued is attached. We are confident that becoming part of Staples will enhance our resources and ability to serve

September 20, 2018 EX-99.1

ESSENDANT One Parkway North Boulevard, Suite 100, Deerfield, IL 60015 O 847 627 7000

EX-99.1 2 d626196dex991.htm EX-99.1 Exhibit 99.1 September 19, 2018 Dear Valued Customer, On Friday, September 14, we announced that Essendant has terminated our agreement to combine with Genuine Parts Company’s S.P. Richards business and has agreed to be acquired by Staples. A copy of the press release we issued is attached. While the S.P. Richards transaction presented an attractive opportunity

September 20, 2018 EX-99.2

ESSENDANT One Parkway North Boulevard, Suite 100, Deerfield, IL 60015 O 847 627 7000

EX-99.2 Exhibit 99.2 September 19, 2018 Dear Valued Partner, As you may have seen, we announced last week that Essendant has terminated our agreement to combine with Genuine Parts Company’s S.P. Richards business and has agreed to be acquired by Staples. A copy of the press release we issued is attached. We are confident that becoming part of Staples will enhance our resources and ability to serve

September 20, 2018 EX-99.1

ESSENDANT One Parkway North Boulevard, Suite 100, Deerfield, IL 60015 O 847 627 7000

EX-99.1 2 d626196dex991.htm EX-99.1 Exhibit 99.1 September 19, 2018 Dear Valued Customer, On Friday, September 14, we announced that Essendant has terminated our agreement to combine with Genuine Parts Company’s S.P. Richards business and has agreed to be acquired by Staples. A copy of the press release we issued is attached. While the S.P. Richards transaction presented an attractive opportunity

September 20, 2018 SC14D9C

ESND / Essendant Inc. SC14D9C

SC14D9C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of Class of Securities) Brendan

September 17, 2018 RW

ESND / Essendant Inc. RW

RW September 17, 2018 BY EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Essendant Inc. Request for Withdrawal of Registration Statement on Form S-4 File No. 333-225511 Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), Essendant Inc., a Delaware corporation (the “Company”), respectfully reques

September 17, 2018 8-A12B/A

ESND / Essendant Inc. 8-A12B/A

8-A12B/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 2) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ESSENDANT INC. (Exact name of registrant as specified in its charter) Delaware 36-3141189 (State or other jurisdiction of incorporation or organization) (I.R.S. Employe

September 17, 2018 SC14D9C

ESND / Essendant Inc. SC14D9C

SC14D9C 1 d616659dsc14d9c.htm SC14D9C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of

September 17, 2018 EX-4.1

Amendment No. 2 to Rights Agreement, dated as of September 14, 2018, between ESND and Equinity Trust Company, as rights agent (Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 17, 2018)

EX-4.1 Exhibit 4.1 AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT This Amendment No. 2 (this “Amendment”) is dated as of September 14, 2018 (the “Effective Date”), and amends that certain Rights Agreement, dated as of May 17, 2018, as amended to date (the “Rights Agreement”), between Essendant Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized unde

September 17, 2018 EX-99.1

STAPLES TO ACQUIRE ESSENDANT FOR $12.80 PER SHARE IN CASH Essendant Terminates Previously Announced Agreement with Genuine Parts Company

EX-99.1 Exhibit 99.1 STAPLES TO ACQUIRE ESSENDANT FOR $12.80 PER SHARE IN CASH Essendant Terminates Previously Announced Agreement with Genuine Parts Company FRAMINGHAM, Mass. & DEERFIELD, Ill., – September 14, 2018 – Staples, Inc. and Essendant Inc. (NASDAQ: ESND) today announced that they have entered into a definitive agreement under which an affiliate of Staples, the world’s largest office sol

September 17, 2018 EX-4.1

Amendment No. 2 to Rights Agreement, dated as of September 14, 2018, between ESND and Equinity Trust Company, as rights agent (Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 17, 2018)

EX-4.1 Exhibit 4.1 AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT This Amendment No. 2 (this “Amendment”) is dated as of September 14, 2018 (the “Effective Date”), and amends that certain Rights Agreement, dated as of May 17, 2018, as amended to date (the “Rights Agreement”), between Essendant Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized unde

September 17, 2018 EX-2.1

Agreement and Plan of Merger dated as of September 14, 2018, by and among ESND, Egg Parent Inc., Egg Merger Sub Inc. and Staples Inc. (Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 17, 2018)

EX-2.1 Exhibit 2.1 Agreement and Plan of Merger Dated as of September 14, 2018 By and Among Essendant Inc., Egg Parent Inc., Egg Merger Sub Inc. and Staples, Inc. TABLE OF CONTENTS ARTICLE I DEFINED TERMS Section 1.01 Definitions 2 ARTICLE II THE OFFER AND THE MERGER Section 2.01 The Offer 2 Section 2.02 Company Actions 6 Section 2.03 The Merger 7 Section 2.04 Closing; Merger Effective Time 8 Sect

September 17, 2018 EX-4.1

Amendment No. 2 to Rights Agreement, dated as of September 14, 2018, between ESND and Equinity Trust Company, as rights agent (Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 17, 2018)

EX-4.1 Exhibit 4.1 AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT This Amendment No. 2 (this “Amendment”) is dated as of September 14, 2018 (the “Effective Date”), and amends that certain Rights Agreement, dated as of May 17, 2018, as amended to date (the “Rights Agreement”), between Essendant Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized unde

September 17, 2018 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2018 ESSENDANT INC.

September 17, 2018 EX-2.1

Agreement and Plan of Merger dated as of September 14, 2018, by and among ESND, Egg Parent Inc., Egg Merger Sub Inc. and Staples Inc. (Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 17, 2018)

EX-2.1 Exhibit 2.1 Agreement and Plan of Merger Dated as of September 14, 2018 By and Among Essendant Inc., Egg Parent Inc., Egg Merger Sub Inc. and Staples, Inc. TABLE OF CONTENTS ARTICLE I DEFINED TERMS Section 1.01 Definitions 2 ARTICLE II THE OFFER AND THE MERGER Section 2.01 The Offer 2 Section 2.02 Company Actions 6 Section 2.03 The Merger 7 Section 2.04 Closing; Merger Effective Time 8 Sect

September 17, 2018 EX-2.1

Agreement and Plan of Merger dated as of September 14, 2018, by and among ESND, Egg Parent Inc., Egg Merger Sub Inc. and Staples Inc. (Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 17, 2018)

EX-2.1 Exhibit 2.1 Agreement and Plan of Merger Dated as of September 14, 2018 By and Among Essendant Inc., Egg Parent Inc., Egg Merger Sub Inc. and Staples, Inc. TABLE OF CONTENTS ARTICLE I DEFINED TERMS Section 1.01 Definitions 2 ARTICLE II THE OFFER AND THE MERGER Section 2.01 The Offer 2 Section 2.02 Company Actions 6 Section 2.03 The Merger 7 Section 2.04 Closing; Merger Effective Time 8 Sect

September 17, 2018 EX-2.1

Agreement and Plan of Merger dated as of September 14, 2018, by and among ESND, Egg Parent Inc., Egg Merger Sub Inc. and Staples Inc. (Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 17, 2018)

EX-2.1 Exhibit 2.1 Agreement and Plan of Merger Dated as of September 14, 2018 By and Among Essendant Inc., Egg Parent Inc., Egg Merger Sub Inc. and Staples, Inc. TABLE OF CONTENTS ARTICLE I DEFINED TERMS Section 1.01 Definitions 2 ARTICLE II THE OFFER AND THE MERGER Section 2.01 The Offer 2 Section 2.02 Company Actions 6 Section 2.03 The Merger 7 Section 2.04 Closing; Merger Effective Time 8 Sect

September 17, 2018 EX-4.1

Amendment No. 2 to Rights Agreement, dated as of September 14, 2018, between ESND and Equinity Trust Company, as rights agent (Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 17, 2018)

EX-4.1 Exhibit 4.1 AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT This Amendment No. 2 (this “Amendment”) is dated as of September 14, 2018 (the “Effective Date”), and amends that certain Rights Agreement, dated as of May 17, 2018, as amended to date (the “Rights Agreement”), between Essendant Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized unde

September 17, 2018 SC 13D

ESND / Essendant Inc. / PZENA INVESTMENT MANAGEMENT LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Essendant Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 296689102 (CUSIP Number) Mr. Richard S. Pzena Pzena Investment Management, LLC 320 Park Avenue, 8th Floor New York, NY 10022 (212) 355-1600 (Name, Address and Telephone Number of

September 14, 2018 DFAN14A

SPLS / Staples, Inc. DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14-a6(e)(2)) ☐ Definitive Pro

September 14, 2018 SC TO-C

SPLS / Staples, Inc. SC TO-C

SC TO-C 1 d597999dsctoc.htm SC TO-C 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

September 14, 2018 EX-99.1

STAPLES TO ACQUIRE ESSENDANT FOR $12.80 PER SHARE IN CASH Essendant Terminates Previously Announced Agreement with Genuine Parts Company

EX-99.1 Exhibit 99.1 STAPLES TO ACQUIRE ESSENDANT FOR $12.80 PER SHARE IN CASH Essendant Terminates Previously Announced Agreement with Genuine Parts Company FRAMINGHAM, Mass. & DEERFIELD, Ill., – September 14, 2018 – Staples, Inc. and Essendant Inc. (NASDAQ: ESND) today announced that they have entered into a definitive agreement under which an affiliate of Staples, the world’s largest office sol

September 14, 2018 EX-99.1

STAPLES TO ACQUIRE ESSENDANT FOR $12.80 PER SHARE IN CASH Essendant Terminates Previously Announced Agreement with Genuine Parts Company

EX-99.1 Exhibit 99.1 STAPLES TO ACQUIRE ESSENDANT FOR $12.80 PER SHARE IN CASH Essendant Terminates Previously Announced Agreement with Genuine Parts Company FRAMINGHAM, Mass. & DEERFIELD, Ill., – September 14, 2018 – Staples, Inc. and Essendant Inc. (NASDAQ: ESND) today announced that they have entered into a definitive agreement under which an affiliate of Staples, the world’s largest office sol

September 14, 2018 EX-99.2

ESSENDANT One Parkway North Boulevard, Suite 100, Deerfield, IL 60015 O 847 627 7000

EX-99.2 Exhibit 99.2 September 14, 2018 Dear Associates, This morning we announced that Essendant has terminated our agreement to combine with Genuine Parts Company’s S.P. Richards business, and that we have reached an agreement to be acquired by Staples for $12.80 per share in cash. A copy of the press release we issued is attached. I want to provide you with some context around how we reached th

September 14, 2018 EX-99.1

STAPLES TO ACQUIRE ESSENDANT FOR $12.80 PER SHARE IN CASH Essendant Terminates Previously Announced Agreement with Genuine Parts Company

EX-99.1 Exhibit 99.1 STAPLES TO ACQUIRE ESSENDANT FOR $12.80 PER SHARE IN CASH Essendant Terminates Previously Announced Agreement with Genuine Parts Company FRAMINGHAM, Mass. & DEERFIELD, Ill., – September 14, 2018 – Staples, Inc. and Essendant Inc. (NASDAQ: ESND) today announced that they have entered into a definitive agreement under which an affiliate of Staples, the world’s largest office sol

September 14, 2018 SC14D9C

ESND / Essendant Inc. SC14D9C

SC14D9C 1 d624460dsc14d9c.htm SC14D9C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 ESSENDANT INC. (Name of Subject Company) ESSENDANT INC. (Names of Persons Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 296689102 (CUSIP Number of

September 14, 2018 EX-99.2

ESSENDANT One Parkway North Boulevard, Suite 100, Deerfield, IL 60015 O 847 627 7000

EX-99.2 Exhibit 99.2 September 14, 2018 Dear Associates, This morning we announced that Essendant has terminated our agreement to combine with Genuine Parts Company’s S.P. Richards business, and that we have reached an agreement to be acquired by Staples for $12.80 per share in cash. A copy of the press release we issued is attached. I want to provide you with some context around how we reached th

September 14, 2018 EX-99.1

STAPLES TO ACQUIRE ESSENDANT FOR $12.80 PER SHARE IN CASH Essendant Terminates Previously Announced Agreement with Genuine Parts Company

EX-99.1 Exhibit 99.1 STAPLES TO ACQUIRE ESSENDANT FOR $12.80 PER SHARE IN CASH Essendant Terminates Previously Announced Agreement with Genuine Parts Company FRAMINGHAM, Mass. & DEERFIELD, Ill., – September 14, 2018 – Staples, Inc. and Essendant Inc. (NASDAQ: ESND) today announced that they have entered into a definitive agreement under which an affiliate of Staples, the world’s largest office sol

September 14, 2018 EX-99.11

STAPLES TO ACQUIRE ESSENDANT FOR $12.80 PER SHARE IN CASH Essendant Terminates Previously Announced Agreement with Genuine Parts Company

EX-99.11 Exhibit 99.11 STAPLES TO ACQUIRE ESSENDANT FOR $12.80 PER SHARE IN CASH Essendant Terminates Previously Announced Agreement with Genuine Parts Company FRAMINGHAM, Mass. & DEERFIELD, Ill., – September 14, 2018 – Staples, Inc. and Essendant Inc. (NASDAQ: ESND) today announced that they have entered into a definitive agreement under which an affiliate of Staples, the world’s largest office s

September 14, 2018 EX-99.11

STAPLES TO ACQUIRE ESSENDANT FOR $12.80 PER SHARE IN CASH Essendant Terminates Previously Announced Agreement with Genuine Parts Company

EX-99.11 Exhibit 99.11 STAPLES TO ACQUIRE ESSENDANT FOR $12.80 PER SHARE IN CASH Essendant Terminates Previously Announced Agreement with Genuine Parts Company FRAMINGHAM, Mass. & DEERFIELD, Ill., – September 14, 2018 – Staples, Inc. and Essendant Inc. (NASDAQ: ESND) today announced that they have entered into a definitive agreement under which an affiliate of Staples, the world’s largest office s

September 14, 2018 EX-99.10

Agreement and Plan of Merger Dated as of September 14, 2018 By and Among Essendant Inc., Egg Parent Inc., Egg Merger Sub Inc. Staples, Inc.

EX-99.10 Exhibit 99.10 Agreement and Plan of Merger Dated as of September 14, 2018 By and Among Essendant Inc., Egg Parent Inc., Egg Merger Sub Inc. and Staples, Inc. TABLE OF CONTENTS ARTICLE I DEFINED TERMS Section 1.01 Definitions 2 ARTICLE II THE OFFER AND THE MERGER Section 2.01 The Offer 2 Section 2.02 Company Actions 4 Section 2.03 The Merger 6 Section 2.04 Closing; Merger Effective Time 6

September 14, 2018 EX-99.10

Agreement and Plan of Merger Dated as of September 14, 2018 By and Among Essendant Inc., Egg Parent Inc., Egg Merger Sub Inc. Staples, Inc.

EX-99.10 Exhibit 99.10 Agreement and Plan of Merger Dated as of September 14, 2018 By and Among Essendant Inc., Egg Parent Inc., Egg Merger Sub Inc. and Staples, Inc. TABLE OF CONTENTS ARTICLE I DEFINED TERMS Section 1.01 Definitions 2 ARTICLE II THE OFFER AND THE MERGER Section 2.01 The Offer 2 Section 2.02 Company Actions 4 Section 2.03 The Merger 6 Section 2.04 Closing; Merger Effective Time 6

September 14, 2018 SC 13D/A

ESND / Essendant Inc. / Staples Inc - SC 13D/A Activist Investment

SC 13D/A 1 d586439dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 9) Essendant Inc. (Name of Issuer) Common Stock (Title of Class of Securitie

September 11, 2018 DFAN14A

SPLS / Staples, Inc. DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14-a6(e)(2)) ☐ Definitive Pro

September 11, 2018 SC 13D/A

ESND / Essendant Inc. / Staples Inc - SC 13D/A Activist Investment

SC 13D/A 1 d606640dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 8) Essendant Inc. (Name of Issuer) Common Stock (Title of Class of Securitie

September 10, 2018 EX-99.1

ESSENDANT BOARD DETERMINES STAPLES OFFER CONSTITUTES A “SUPERIOR PROPOSAL” TO S.P. RICHARDS TRANSACTION

EX-99.1 Exhibit 99.1 ESSENDANT BOARD DETERMINES STAPLES OFFER CONSTITUTES A “SUPERIOR PROPOSAL” TO S.P. RICHARDS TRANSACTION DEERFIELD, Ill., – September 10, 2018 – Essendant, Inc. (NASDAQ: ESND) today announced that its Board of Directors, after consultation with Essendant’s legal and financial advisors, has determined that the proposal from Staples, Inc. (“Staples”) to acquire all of the outstan

September 10, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 10, 2018 ESSENDANT INC. (Exact name of registrant as specified in its charter) Delaware 001-38499 36-3141189 (State or other jurisdiction of incorporation) (Commission F

September 10, 2018 EX-99.1

ESSENDANT BOARD DETERMINES STAPLES OFFER CONSTITUTES A “SUPERIOR PROPOSAL” TO S.P. RICHARDS TRANSACTION

EX-99.1 Exhibit 99.1 ESSENDANT BOARD DETERMINES STAPLES OFFER CONSTITUTES A “SUPERIOR PROPOSAL” TO S.P. RICHARDS TRANSACTION DEERFIELD, Ill., – September 10, 2018 – Essendant, Inc. (NASDAQ: ESND) today announced that its Board of Directors, after consultation with Essendant’s legal and financial advisors, has determined that the proposal from Staples, Inc. (“Staples”) to acquire all of the outstan

September 10, 2018 EX-99.1

ESSENDANT BOARD DETERMINES STAPLES OFFER CONSTITUTES A “SUPERIOR PROPOSAL” TO S.P. RICHARDS TRANSACTION

EX-99.1 Exhibit 99.1 ESSENDANT BOARD DETERMINES STAPLES OFFER CONSTITUTES A “SUPERIOR PROPOSAL” TO S.P. RICHARDS TRANSACTION DEERFIELD, Ill., – September 10, 2018 – Essendant, Inc. (NASDAQ: ESND) today announced that its Board of Directors, after consultation with Essendant’s legal and financial advisors, has determined that the proposal from Staples, Inc. (“Staples”) to acquire all of the outstan

September 10, 2018 EX-99.1

ESSENDANT BOARD DETERMINES STAPLES OFFER CONSTITUTES A “SUPERIOR PROPOSAL” TO S.P. RICHARDS TRANSACTION

EX-99.1 Exhibit 99.1 ESSENDANT BOARD DETERMINES STAPLES OFFER CONSTITUTES A “SUPERIOR PROPOSAL” TO S.P. RICHARDS TRANSACTION DEERFIELD, Ill., – September 10, 2018 – Essendant, Inc. (NASDAQ: ESND) today announced that its Board of Directors, after consultation with Essendant’s legal and financial advisors, has determined that the proposal from Staples, Inc. (“Staples”) to acquire all of the outstan

September 10, 2018 425

ESND / Essendant Inc. 8-K (Prospectus)

425 1 d619224d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 10, 2018 ESSENDANT INC. (Exact name of registrant as specified in its charter) Delaware 001-38499 36-3141189 (State or other jurisdiction of incorpo

September 10, 2018 425

ESND / Essendant Inc. 425 (Prospectus)

425 Filed by Essendant Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Filer: Essendant Inc. Subject Company: Essendant Inc. SEC File No.: 333-225511 Date: September 10, 2018 ESSENDANT BOARD DETERMINES STAPLES OFFER CONSTITUTES A “SUPERIOR PROPOSAL” TO S.P. RICHARDS TRANSACTION DEERFIELD, Ill., – Septem

September 10, 2018 425

ESND / Essendant Inc. 425 (Prospectus)

425 1 d619729d425.htm 425 Filed by Essendant Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Filer: Essendant Inc. Subject Company: Essendant Inc. SEC File No.: 333-225511 Date: September 10, 2018 September 10, 2018 Dear Associates, This morning we announced that Essendant received a revised proposal fr

September 5, 2018 425

ESND / Essendant Inc. 425 (Prospectus)

Filed by Essendant Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Filer: Essendant Inc. Subject Company: Essendant Inc. SEC File No.: 333-225511 September 5, 2018 ESSENDANT ACKNOWLEDGES RECEIPT OF LETTER FROM STAPLES MERGER AGREEMENT TO COMBINE WITH S.P. RICHARDS REMAINS IN PLACE DEERFIELD, Ill., — Sep

September 5, 2018 425

ESND / Essendant Inc. 425 (Prospectus)

425 Filed by Essendant Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Filer: Essendant Inc. Subject Company: Essendant Inc. SEC File No.: 333-225511 September 5, 2018 Dear Associates, As you may have seen, Staples sent a letter to Essendant in which it reiterated its unsolicited offer to purchase Essen

September 4, 2018 DFAN14A

SPLS / Staples, Inc. DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14-a6(e)(2)) ☐ Definitive Pro

September 4, 2018 PREC14A

SPLS / Staples, Inc. PREC14A

PREC14A 1 d615393dprec14a.htm PREC14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

September 4, 2018 EX-99.8

Disclaimer STAPLES, INC. (“STAPLES”) INTENDS TO FILE WITH THE SEC A DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING GOLD PROXY CARD TO BE USED TO SOLICIT PROXIES IN CONNECTION WITH THE UPCOMING SPECIAL MEETING OF STOCKHOLDERS OF ESSENDANT INC. (THE “C

EX-99.8 3 d616152dex998.htm EX-99.8 Essendant’s Proposed Merger with S.P. Richards is Inferior and Less Certain than Staples’ All-Cash Proposal September 4, 2018 Exhibit 99.8 Disclaimer STAPLES, INC. (“STAPLES”) INTENDS TO FILE WITH THE SEC A DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING GOLD PROXY CARD TO BE USED TO SOLICIT PROXIES IN CONNECTION WITH THE UPCOMING SPECIAL MEETING OF STOCKHOLDERS

September 4, 2018 EX-99.9

Staples Files Preliminary Proxy Statement Recommending Shareholders of Essendant to Vote Against the Proposed Merger with S.P. Richards Staples files investor presentation for its superior $11.50 all cash, fully financed offer for Essendant Staples w

EX-99.9 Exhibit 99.9 Staples Files Preliminary Proxy Statement Recommending Shareholders of Essendant to Vote Against the Proposed Merger with S.P. Richards Staples files investor presentation for its superior $11.50 all cash, fully financed offer for Essendant Staples willing to provide significant regulatory protection Staples believes Essendant stock is trading on takeover speculation with unre

September 4, 2018 SC 13D/A

ESND / Essendant Inc. / Staples Inc - SC 13D/A Activist Investment

SC 13D/A 1 d616152dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 7) Essendant Inc. (Name of Issuer) Common Stock (Title of Class of Securitie

September 4, 2018 EX-99.7

September 4, 2018

EX-99.7 2 d616152dex997.htm EX-99.7 Exhibit 99.7 September 4, 2018 Richard D. Phillips President and CEO of Essendant Inc. One Parkway North Blvd. Suite 100 Deerfield, Illinois 60015 Dear Mr. Phillips: As conveyed to your legal counsel, we will be separately sending to your legal counsel a merger agreement we are prepared to execute. Consistent with our prior proposal, you will see that our transa

September 4, 2018 EX-99.7

September 4, 2018

EX-99.7 2 d616152dex997.htm EX-99.7 Exhibit 99.7 September 4, 2018 Richard D. Phillips President and CEO of Essendant Inc. One Parkway North Blvd. Suite 100 Deerfield, Illinois 60015 Dear Mr. Phillips: As conveyed to your legal counsel, we will be separately sending to your legal counsel a merger agreement we are prepared to execute. Consistent with our prior proposal, you will see that our transa

September 4, 2018 EX-99.8

Disclaimer STAPLES, INC. (“STAPLES”) INTENDS TO FILE WITH THE SEC A DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING GOLD PROXY CARD TO BE USED TO SOLICIT PROXIES IN CONNECTION WITH THE UPCOMING SPECIAL MEETING OF STOCKHOLDERS OF ESSENDANT INC. (THE “C

EX-99.8 3 d616152dex998.htm EX-99.8 Essendant’s Proposed Merger with S.P. Richards is Inferior and Less Certain than Staples’ All-Cash Proposal September 4, 2018 Exhibit 99.8 Disclaimer STAPLES, INC. (“STAPLES”) INTENDS TO FILE WITH THE SEC A DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING GOLD PROXY CARD TO BE USED TO SOLICIT PROXIES IN CONNECTION WITH THE UPCOMING SPECIAL MEETING OF STOCKHOLDERS

August 13, 2018 425

ESND / Essendant Inc. 425 (Prospectus)

Filed by Essendant Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Filer: Essendant Inc. Subject Company: Essendant Inc. SEC File No.: 333-225511 August 13, 2018 ESSENDANT COMMENTS ON DISCLOSURE FROM STAPLES DEERFIELD, Ill., August 13, 2018 — Essendant, Inc. (NASDAQ: ESND) today issued the following com

August 13, 2018 EX-99.6

August 13, 2018

EX-99.6 Exhibit 99.6 August 13, 2018 Richard D. Phillips President and CEO of Essendant Inc. One Parkway North Blvd. Suite 100 Deerfield, Illinois 60015 Dear Mr. Phillips: In furtherance of our current proposal to acquire all of the outstanding shares of Essendant common stock that we do not already own, please find attached analyses supporting the views we relayed, including (a) that the market v

August 13, 2018 EX-99.6

August 13, 2018

EX-99.6 Exhibit 99.6 August 13, 2018 Richard D. Phillips President and CEO of Essendant Inc. One Parkway North Blvd. Suite 100 Deerfield, Illinois 60015 Dear Mr. Phillips: In furtherance of our current proposal to acquire all of the outstanding shares of Essendant common stock that we do not already own, please find attached analyses supporting the views we relayed, including (a) that the market v

August 13, 2018 EX-99.6

August 13, 2018

EX-99.6 Exhibit 99.6 August 13, 2018 Richard D. Phillips President and CEO of Essendant Inc. One Parkway North Blvd. Suite 100 Deerfield, Illinois 60015 Dear Mr. Phillips: In furtherance of our current proposal to acquire all of the outstanding shares of Essendant common stock that we do not already own, please find attached analyses supporting the views we relayed, including (a) that the market v

August 13, 2018 EX-99.6

August 13, 2018

EX-99.6 Exhibit 99.6 August 13, 2018 Richard D. Phillips President and CEO of Essendant Inc. One Parkway North Blvd. Suite 100 Deerfield, Illinois 60015 Dear Mr. Phillips: In furtherance of our current proposal to acquire all of the outstanding shares of Essendant common stock that we do not already own, please find attached analyses supporting the views we relayed, including (a) that the market v

August 13, 2018 SC 13D/A

ESND / Essendant Inc. / Kaluzny Stefan L - SC 13D/A Activist Investment

SC 13D/A 1 d583475dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 6) Essendant Inc. (Name of Issuer) Common Stock (Title of Class of Securitie

August 9, 2018 424B3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

424B3 1 d577354d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-225511 SUPPLEMENT NO. 1, DATED AUGUST 9, 2018 (to Proxy Statement/Prospectus-Information Statement dated August 8, 2018) This Supplement No. 1, dated August 9, 2018 (this “Supplement”), updates and supplements the proxy statement/prospectus-information statement dated August 8, 2018 (the “Proxy

August 9, 2018 EX-10.5

Form of Restricted Stock Award Agreement for Non-Employee Directors**

EXHIBIT 10.5 ESSENDANT INC. 2015 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (Non-Employee Directors) This Restricted Stock Award Agreement (this “Agreement”), dated as September 1, , (the “Award Date”), is by and between [[FIRSTNAME]] [[LASTNAME]] (the “Participant”), and Essendant Inc., a Delaware corporation (the “Company”). Any term capitalized but not defined in this Agreement w

August 9, 2018 EX-10.2

Form of Cash Unit Award Agreement**

Exhibit 10.2 ESSENDANT INC. CASH UNIT AWARD AGREEMENT This Cash Unit Award Agreement (this “Agreement”), effective as of [DATE] (the “Award Date”), is by and between [[FIRSTNAME]] [[LASTNAME]] (the “Participant”), and Essendant Inc., a Delaware corporation (the “Company”). Although the cash unit award is not subject thereto, any term capitalized but not defined in this Agreement will have the mean

August 9, 2018 EX-10.3

Form of Restricted Stock Unit Award Agreement**

Exhibit 10.3 ESSENDANT INC. 2015 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Agreement”), effective as of [DATE] (the “Award Date”), is by and between [[FIRSTNAME]] [[LASTNAME]] (the “Participant”), and Essendant Inc., a Delaware corporation (the “Company”). Any term capitalized but not defined in this Agreement will have the mea

August 9, 2018 EX-10.5

Form of Restricted Stock Award Agreement for Non-Employee Directors**

EXHIBIT 10.5 ESSENDANT INC. 2015 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (Non-Employee Directors) This Restricted Stock Award Agreement (this “Agreement”), dated as September 1, , (the “Award Date”), is by and between [[FIRSTNAME]] [[LASTNAME]] (the “Participant”), and Essendant Inc., a Delaware corporation (the “Company”). Any term capitalized but not defined in this Agreement w

August 9, 2018 EX-10.2

Form of Cash Unit Award Agreement**

Exhibit 10.2 ESSENDANT INC. CASH UNIT AWARD AGREEMENT This Cash Unit Award Agreement (this “Agreement”), effective as of [DATE] (the “Award Date”), is by and between [[FIRSTNAME]] [[LASTNAME]] (the “Participant”), and Essendant Inc., a Delaware corporation (the “Company”). Although the cash unit award is not subject thereto, any term capitalized but not defined in this Agreement will have the mean

August 9, 2018 EX-10.3

Form of Restricted Stock Unit Award Agreement**

Exhibit 10.3 ESSENDANT INC. 2015 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Agreement”), effective as of [DATE] (the “Award Date”), is by and between [[FIRSTNAME]] [[LASTNAME]] (the “Participant”), and Essendant Inc., a Delaware corporation (the “Company”). Any term capitalized but not defined in this Agreement will have the mea

August 9, 2018 EX-10.4

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors**

EXHIBIT 10.4 ESSENDANT INC. 2015 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Non-employee Directors) This Restricted Stock Unit Award Agreement (this "Agreement"), effective as of September 1, (the "Award Date"), is by and between [[FIRSTNAME]] [[LASTNAME]] (the "Participant"), and Essendant Inc., a Delaware corporation (the "Company"). Any term capitalized but not defined in t

August 9, 2018 EX-10.2

Form of Cash Unit Award Agreement**

Exhibit 10.2 ESSENDANT INC. CASH UNIT AWARD AGREEMENT This Cash Unit Award Agreement (this “Agreement”), effective as of [DATE] (the “Award Date”), is by and between [[FIRSTNAME]] [[LASTNAME]] (the “Participant”), and Essendant Inc., a Delaware corporation (the “Company”). Although the cash unit award is not subject thereto, any term capitalized but not defined in this Agreement will have the mean

August 9, 2018 10-Q

ESND / Essendant Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38499 ESSENDANT

August 9, 2018 EX-10.3

Form of Restricted Stock Unit Award Agreement**

Exhibit 10.3 ESSENDANT INC. 2015 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Agreement”), effective as of [DATE] (the “Award Date”), is by and between [[FIRSTNAME]] [[LASTNAME]] (the “Participant”), and Essendant Inc., a Delaware corporation (the “Company”). Any term capitalized but not defined in this Agreement will have the mea

August 9, 2018 EX-10.4

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors**

EXHIBIT 10.4 ESSENDANT INC. 2015 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Non-employee Directors) This Restricted Stock Unit Award Agreement (this "Agreement"), effective as of September 1, (the "Award Date"), is by and between [[FIRSTNAME]] [[LASTNAME]] (the "Participant"), and Essendant Inc., a Delaware corporation (the "Company"). Any term capitalized but not defined in t

August 9, 2018 EX-10.1

Form of Cash Unit Award Agreement for Non-Employee Directors**

Exhibit 10.1 ESSENDANT INC. CASH UNIT AWARD AGREEMENT (Non-employee Directors) This Cash Unit Award Agreement (this "Agreement"), effective as of [DATE] (the "Award Date"), is by and between [[FIRSTNAME]] [[LASTNAME]] (the "Participant"), and Essendant Inc., a Delaware corporation (the "Company"). Although the cash unit award is not subject thereto, any term capitalized but not defined in this Agr

August 9, 2018 EX-10.5

Form of Restricted Stock Award Agreement for Non-Employee Directors**

EXHIBIT 10.5 ESSENDANT INC. 2015 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (Non-Employee Directors) This Restricted Stock Award Agreement (this “Agreement”), dated as September 1, , (the “Award Date”), is by and between [[FIRSTNAME]] [[LASTNAME]] (the “Participant”), and Essendant Inc., a Delaware corporation (the “Company”). Any term capitalized but not defined in this Agreement w

August 9, 2018 EX-10.2

Form of Cash Unit Award Agreement**

Exhibit 10.2 ESSENDANT INC. CASH UNIT AWARD AGREEMENT This Cash Unit Award Agreement (this “Agreement”), effective as of [DATE] (the “Award Date”), is by and between [[FIRSTNAME]] [[LASTNAME]] (the “Participant”), and Essendant Inc., a Delaware corporation (the “Company”). Although the cash unit award is not subject thereto, any term capitalized but not defined in this Agreement will have the mean

August 9, 2018 EX-10.5

Form of Restricted Stock Award Agreement for Non-Employee Directors**

EXHIBIT 10.5 ESSENDANT INC. 2015 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (Non-Employee Directors) This Restricted Stock Award Agreement (this “Agreement”), dated as September 1, , (the “Award Date”), is by and between [[FIRSTNAME]] [[LASTNAME]] (the “Participant”), and Essendant Inc., a Delaware corporation (the “Company”). Any term capitalized but not defined in this Agreement w

August 9, 2018 EX-10.4

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors**

EXHIBIT 10.4 ESSENDANT INC. 2015 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Non-employee Directors) This Restricted Stock Unit Award Agreement (this "Agreement"), effective as of September 1, (the "Award Date"), is by and between [[FIRSTNAME]] [[LASTNAME]] (the "Participant"), and Essendant Inc., a Delaware corporation (the "Company"). Any term capitalized but not defined in t

August 8, 2018 424B3

ESSENDANT INC. One Parkway North Boulevard Deerfield, Illinois 60015 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held on October 5, 2018

424B3 1 d569736d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration File No.: 33-225511 August 8, 2018 Dear Stockholders: As previously announced, Essendant Inc. (“Essendant”), and Genuine Parts Company (“GPC”) have entered into an Agreement and Plan of Merger, dated as of April 12, 2018, as may be amended from time to time (the “Merger Agreement”), under which Essendan

August 8, 2018 SC 13D/A

ESND / Essendant Inc. / Kaluzny Stefan L - SC 13D/A Activist Investment

SC 13D/A 1 d571490dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 5) Essendant Inc. (Name of Issuer) Common Stock (Title of Class of Securitie

August 7, 2018 425

ESND / Essendant Inc. 425 (Prospectus)

Filed by Essendant Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Filer: Essendant Inc. Subject Company: Essendant Inc. SEC File No.: 333-225511 August 7, 2018 Dear Associates, On July 26, we reported our second quarter 2018 earnings results, and I am proud of the solid momentum we have been able to cr

August 7, 2018 S-4/A

ESND / Essendant Inc. S-4/A

S-4/A 1 d569736ds4a.htm S-4/A Table of Contents As filed with the Securities and Exchange Commission on August 7, 2018 Registration No. 333-225511 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ESSENDANT INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 5112 36-3141189 (S

August 7, 2018 EX-99.2

Form of Proxy Card for Essendant Inc. Special Meeting of Stockholders*

EX-99.2 5 d569736dex992.htm EX-99.2 Exhibit 99.2 SPECIAL MEETING OF STOCKHOLDERS OF ESSENDANT INC. YOUR VOTE IS IMPORTANT Please take a moment now to vote your shares of Essendant Inc. Common Stock for the upcoming Special Meeting of Stockholders. YOU CAN VOTE TODAY IN ONE OF THREE WAYS: 1. Vote by Telephone — Call toll-free from the U.S. or Canada at 1-866-776-5642, on a touch-tone telephone. If

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