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): May 2, 2022 (May 2, 2022)

 
 
 
 
VERITIV CORPORATION
(Exact name of registrant as specified in its charter)

 
 
Delaware
(State or other jurisdiction of incorporation)
 
001-36479	 	46-3234977	
(Commission File Number)	 	(IRS Employer Identification No.)	
 
1000 Abernathy Road NE	 	30328 	
Building 400, Suite 1700	 	(Zip Code) 	
Atlanta, Georgia	 		
(Address of principal executive offices)	   	 	
 
Registrant’s telephone number, including area code: (770) 391-8200
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 	 	
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 	 	
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d2(b))	
 	 	
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class	Trading Symbol(s)	Name of each exchange on which registered	
Common stock, $0.01 par value	VRTV	New York Stock Exchange	
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company       ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

	Item 1.01.	Entry into a Material Definitive Agreement.	
 
On May 2, 2022, subsidiaries of Veritiv Corporation (the “Company”), Paper Corporation of North America, Veritiv Canada, Inc. (“Veritiv Canada”) and, solely for purposes of Section 8.9 (and Article I and Article XI to the extent applicable to Section 8.9) of the Purchase Agreement (as defined herein), Veritiv Operating Company, entered into an amendment (the “Amendment”) to the definitive stock purchase agreement (the “Purchase Agreement”) with Imperial Dade Canada Inc. (“Buyer”) and Imperial Bag & Paper Co. LLC. The parties entered into the Amendment in order to (i) adjust the target working capital definition, (ii) insert an additional exception to the Company’s non-compete obligations and (iii) insert a customary further assurances covenant with respect to certain shared contracts between Veritiv Canada and the Company or one of its affiliates.
 
The foregoing description of the Amendment is not complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
 
	Item 2.01.	Completion of Acquisition or Disposition of Assets.	
 
On May 2, 2022, the Company completed its previously announced sale of all of the outstanding common shares of Veritiv Canada to Buyer for a purchase price of CAD $240 million (approximately US $190 million) in cash, subject to certain customary adjustments set forth in the Purchase Agreement (the “Transaction”).
 
The foregoing description of the Purchase Agreement and the Transaction is not complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2022, which is incorporated herein by reference, as amended by the Amendment described in Item 1.01 of this report.
 
	Item 7.01.	Regulation FD Disclosure.	
 
A copy of the press release announcing the closing of the Transaction is furnished herewith as Exhibit 99.1. The information provided pursuant to this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
 
	Item 9.01.	Financial Statements and Exhibits.	
 
(d) Exhibits.
 
The following exhibits are included with this report:

 

Exhibit No.	 	Exhibit Description	
2.1*	 	Amendment No. 1 to the Stock Purchase Agreement, dated May 2, 2022, among Paper Corporation of North America, Veritiv Canada, Inc., solely for purposes of Section 8.9 (and Article I and Article XI to the extent applicable to Section 8.9) of the Purchase Agreement, Veritiv Operating Company, Imperial Dade Canada Inc. and Imperial Bag & Paper Co.	
 	 	 	
2.2*	 	Stock Purchase Agreement, dated March 17, 2022, among Paper Corporation of North America, Veritiv Canada, Inc., solely for purposes of Section 8.9 (and Article I and Article XI to the extent applicable to Section 8.9) of the Purchase Agreement, Veritiv Operating Company, Imperial Dade Canada Inc. and Imperial Bag & Paper Co. LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2022)	
 	 	 	
99.1	 	Press Release, dated May 2, 2022, issued by Veritiv Corporation	
 	 	 	
104	 	Cover Page Interactive Data File (embedded within the Inline XBRL document)	
 
* The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601.

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 	VERITIV CORPORATION	

Date: May 2, 2022	 	
 	/s/ Mark W. Hianik	
 	Mark W. Hianik	
 	Senior Vice President, General Counsel	
 	& Corporate Secretary	

 

 
Exhibit 2.1
 
EXECUTION VERSION
 
AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT
 
This AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT, dated as of May 2, 2022 (this “Amendment”), is made by and among Paper Corporation of North America, a Delaware corporation (“Seller”), Veritiv Canada, Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), solely for purposes of Section 8.9 of the Purchase Agreement (and Article I and Article XI of the Purchase Agreement to the extent applicable to Section 8.9), Veritiv Operating Company, a Delaware corporation (“Veritiv Operating” and, together with Seller, the “Restricted Parties”), Imperial Dade Canada Inc., a Canadian corporation (“Buyer”), and Imperial Bag & Paper Co. LLC, a Delaware limited liability company (“Guarantor”).
 
RECITALS
 
WHEREAS, Seller, the Company, Veritiv Operating, Buyer and Guarantor are parties to that certain Stock Purchase Agreement, dated as of March 17, 2022 (the “Agreement”);
 
WHEREAS, Section 11.7 of the Agreement requires that any amendment, modification or supplement to the Agreement be made pursuant to an instrument in writing executed and delivered on behalf of each of the parties to the Agreement; and
 
WHEREAS, Seller, the Company, Veritiv Operating, Buyer and Guarantor desire to amend the Agreement in the manner set forth below.
 
NOW, THEREFORE, in consideration of the matters set forth in the recitals and the covenants and provisions herein set forth, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
 
AGREEMENT
 
Section 1.                Definitions. Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Agreement.
 
Section 2.                Amendment to the Target Working Capital Definition. The defined term “Target Working Capital” is hereby amended and restated to read: ““Target Working Capital” means CAD $117,216,000.”
 
Section 3.                Amendment to Section 8.9(a)(ii). Section 8.9(a)(ii) is hereby amended and restated to read:
 
Notwithstanding anything herein to the contrary but subject to the proviso at the end of this sentence, the Restricted Parties shall be permitted at all times to (A) continue to sell any products to the Category 1 Person set forth on Schedule 8.9(a)(ii), (B) continue to sell paper and facility solutions products that are purchased from Buyer or an Affiliate thereof to the Category 2 Persons set forth on Schedule 8.9(a)(ii) and (C) continue to sell packaging products to (1) the Category 2 Persons set forth on Schedule 8.9(a)(ii) and (2) any current or future customer of a Restricted Party based in the United States of America that requests on its own, without any solicitation, bid, pitch, proposal, inducement or similar action by a Restricted Party or any of its controlled Affiliates, that a Restricted Party supply packaging products to such U.S. Customer at such U.S. Customer’s locations in Canada (such current or future customer, a “U.S. Customer”); provided, that, with respect to sales of such products at any time during the five (5) years immediately following the Closing Date, prior to the Restricted Party accepting or fulfilling any request for any sale of such products, Seller shall notify the Company in writing of the storage, handling and delivery terms applicable to such products (a “Bid Request”) and the customer for whom such storage, handling and delivery services are being requested (the “3PL Services”) and Buyer shall be permitted to submit a proposal to Seller within three (3) Business Days after receipt of the Bid Request to provide such 3PL Services (a “Bid Response”). If Buyer’s terms for providing the 3PL Services in the applicable Bid Response are, in the aggregate, equal to or better than those offered on an arm’s-length basis by other available third-party providers, the applicable Restricted Party shall obtain the 3PL Services from Buyer for such customer.

 

Section 4.                Amendment to Article VIII. Article VIII is hereby amended by adding a new Section as follows: “Section 8.13 Shared Contracts. The parties hereto shall use their respective commercially reasonable efforts to work together to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Contract with a third party that relates in any material respect to both the Business and any business of the Seller or any of its Affiliates that is not the Business.”
 
Section 5.                Effect of Amendment. Except as expressly amended or superseded by this Amendment, the Agreement shall remain in full force and effect. Upon the execution and delivery of this Amendment, the Agreement shall thereupon be deemed to be amended and supplemented as hereinabove set forth as fully and with the same effect as if the amendments and supplements made hereby were originally set forth in the Agreement, and this Amendment and the Agreement shall henceforth be read, taken and construed as one and the same instrument. Any reference to the Agreement contained in any notice, request, certificate or other document executed concurrently with or after the execution and delivery of this Amendment shall be deemed to include this Amendment unless the context shall otherwise require. From and after the date of this Amendment, each reference in the Agreement to “this Agreement”, “herein”, “hereunder”, “herewith”, “hereby” and “hereof” and words of similar import, or to any provision of the Agreement, as the case may be, unless otherwise stated, shall refer to the entire Agreement as a whole or such provisions as amended by this Amendment. Section 11.2-11.5 and 11.7-11.19 of the Agreement are each hereby incorporated by reference mutatis mutandis.
 
[SIGNATURE PAGE FOLLOWS]

2

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
 
 	Seller	
 	 	
 	PAPER CORPORATION OF NORTH AMERICA	
 	 	
 	By:	/s/ Mark W. Hianik	
 	 	Name: Mark W. Hianik	
 	 	Title: Senior Vice President, General Counsel & Corporate Secretary	
 	 	
 	Company	
 	 	
 	VERITIV CANADA, INC.	
 	 	
 	By:	/s/ Mark W. Hianik	
 	 	Name: Mark W. Hianik	
 	 	Title: Senior Vice President, General Counsel & Corporate Secretary	
 	 	
 	Restricted Party	
 	 	
 	VERITIV OPERATING COMPANY	
 	 	
 	By:	/s/ Mark W. Hianik	
 	 	Name: Mark W. Hianik	
 	 	Title: Senior Vice President, General Counsel & Corporate Secretary	
 
Signature Page to
Amendment No. 1 to Unit Purchase Agreement

 

 	Buyer	
 	 	
 	IMPERIAL DADE CANADA INC.	
 	 	
 	By:	/s/ Paul M. Cervino	
 	 	Name: Paul M. Cervino	
 	 	Title: Senior Vice President	
 	 	
 	Guarantor	
 	 	
 	IMPERIAL BAG & PAPER CO. LLC	
 	 	
 	By:	/s/ Paul M. Cervino	
 	 	Name: Paul M. Cervino	
 	 	Title: Chief Administrative Officer	
 
Signature Page to
Amendment No. 1 to Unit Purchase Agreement

 

 
Exhibit 99.1

 
Veritiv Closes Sale of Canadian
Operations to Imperial Dade
 
ATLANTA (May 2, 2022) – Veritiv Corporation (NYSE: VRTV), a full-service provider of business-to-business products, services, and solutions, announced today that it has completed the sale of its Veritiv Canada, Inc. business to Imperial Dade. Effective today, Veritiv’s approximately 900 employees in Canada are now employees of Imperial Dade.
 
“With the completion of the sale of our Canadian operations, we can further focus on our strategy to invest in higher growth, higher margin businesses and geographies, and build on our industry-leading Packaging and Facility Solutions capabilities,” said Sal Abbate, Veritiv’s Chief Executive Officer. “We thank our Canada employees for their hard work and dedication to Veritiv and we wish them well as part of the Imperial Dade team. We will continue working closely with Imperial Dade to execute a smooth and successful transition for customers and suppliers of our Canada business.”
 
Greenhill & Co. served as financial advisor and Sidley Austin LLP served as legal advisor on the transaction.
 
About Veritiv
 
Veritiv Corporation (NYSE: VRTV), headquartered in Atlanta and a Fortune 500® company, is a full-service provider of packaging, JanSan and hygiene products, services and solutions. Additionally, Veritiv provides print and publishing products, and logistics and supply chain management solutions. Serving customers in a wide range of industries both in North America and globally, Veritiv has distribution centers throughout the U.S. and Mexico, and team members around the world helping shape the success of its customers. For more information about Veritiv and its business segments visit www.veritivcorp.com.
 
Safe Harbor Provision
 
Certain statements contained in this press release regarding Veritiv’s strategic plans, the transition of the Canada business and any other statements not constituting historical fact are “forward-looking statements” subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Where possible, the words “believe,” “expect,” “will,” “look forward” or other comparable expressions have been used to identify such forward-looking statements. All forward-looking statements reflect only the company’s current beliefs and assumptions with respect to future results or other events, and are based on information currently available to the company. Accordingly, the statements are subject to significant risks, uncertainties, and contingencies, which could cause actual results or other events to differ materially from those expressed in, or implied by, these statements. Factors that could cause actual results to differ materially from current expectations include the risks and other factors described under "Risk Factors" and elsewhere in Veritiv’s Annual Report on Form 10-K and in Veritiv’s other publicly available reports filed with the Securities and Exchange Commission, as well as the satisfaction of the conditions to closing the transaction. The company is not responsible for updating the information contained in this press release beyond the published date.
 
Veritiv Contacts:
 
Investors: Scott Palfreeman, 844-845-2136	Media: Kristie Madara, 770-391-8471