Withdrawal of Registration Statement (rw)
18 Settembre 2018 - 12:03PM
Edgar (US Regulatory)
September 17, 2018
BY EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
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Request for Withdrawal of Registration Statement on Form
S-4
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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 requests that the Securities and Exchange Commission consent to the withdrawal, effective
as of the date hereof or as soon as practicable thereafter, of the Companys Registration Statement on Form
S-4
(File
No. 333-225511),
together with all
exhibits and amendments thereto (collectively, the Registration Statement).
The Registration Statement registered shares of
the Companys common stock for issuance pursuant to the Agreement and Plan of Merger, dated as of April 12, 2018, by and among Genuine Parts Company, a Georgia corporation (GPC), Rhino SpinCo, Inc., a Delaware corporation and
wholly owned subsidiary of GPC, the Company and Elephant Merger Sub Corp., a Delaware corporation and direct, wholly owned subsidiary of the Company, as amended (the Merger Agreement). On September 14, 2018, the Company terminated
the Merger Agreement in accordance with its terms. Accordingly, the Company will not proceed with the transactions contemplated by the Merger Agreement or the offering of shares of the Companys common stock in connection therewith. Because the
proposed issuance of the shares of the Companys common stock registered under the Registration Statement will not occur, the Company believes that the withdrawal of the Registration Statement is consistent with the public interest and the
protection of investors, as contemplated by Rule 477(a) under the Securities Act. No securities were sold in connection with the offering.
One Parkway North
Boulevard, Deerfield, Illinois 60015 847-627-7000
U.S. Securities and Exchange Commission
September 17, 2018
Page
2
The Company understands that the filing fee associated with the Registration Statement may be
offset against filing fees due for subsequent registration statements in accordance with Rule 457(p) under the Securities Act.
If you
have any questions or require any further information, please contact Charles W. Mulaney, Jr. of Skadden, Arps, Slate, Meagher & Flom LLP at (312)
407-0500
or Lance J. Phillips of Skadden, Arps,
Slate, Meagher & Flom LLP at (312)
407-0557.
Thank you for your attention to this
request.
[
Signature page follows.
]
U.S. Securities and Exchange Commission
September 17, 2018
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3
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Very truly yours,
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/s/ Brendan McKeough
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Brendan McKeough
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Senior Vice President, General Counsel and Secretary
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President and Chief Executive Officer
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Skadden, Arps, Slate, Meagher & Flom LLP
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Skadden, Arps, Slate, Meagher & Flom LLP
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