Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 1.0
Veritiv Corp incurred revolving credit of $825 million senior secured asset based revolving credit facility with Wells Fargo Bank, National Association at term SOFR plus 1.75% or a base rate plus 0.75% maturing November 30, 2028.
- Instrument
- revolving credit
- Principal
- $825 million senior secured asset based revolving credit facility
- Counterparty
- Wells Fargo Bank, National Association
- Rate
- term SOFR plus 1.75% or a base rate plus 0.75%
- Maturity
- November 30, 2028
- Event
- incurrence
Exact text from the filing
“Term Loan Facility”), (ii) $700 million aggregate principal amount of 10.500% senior secured notes due 2030 (the “2030 Notes”) issued by Parent and (iii) a borrowing against a $825 million senior secured asset based revolving credit facility (the “ABL Facility”). Term Loan Facility On November 30, 2023, Parent and Veritiv Operating Company, a Delaware corporation
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Debt Financings
SEC 8-K Item 2.03/2.04
confidence 1.0
Veritiv Corp incurred term loan of $600 million with Royal Bank of Canada at term SOFR plus 4.50% or a base rate plus 3.50% maturing November 30, 2030.
- Instrument
- term loan
- Principal
- $600 million
- Counterparty
- Royal Bank of Canada
- Rate
- term SOFR plus 4.50% or a base rate plus 3.50%
- Maturity
- November 30, 2030
- Event
- incurrence
Exact text from the filing
the meaning set forth in the Merger Agreement. Item 1.01. Entry into a Material Definitive Agreement. As described below, the Merger was funded in part with proceeds from (i) a $600 million senior secured term loan facility (the “Term Loan Facility”), (ii) $700 million aggregate principal amount of 10.500% senior secured notes due 2030 (the “2030 Notes”) issued by
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 1.0
Veritiv Corp incurred senior notes of $700 million at 10.500% maturing due 2030.
- Instrument
- senior notes
- Principal
- $700 million
- Rate
- 10.500%
- Maturity
- due 2030
- Event
- incurrence
Exact text from the filing
Definitive Agreement. As described below, the Merger was funded in part with proceeds from (i) a $600 million senior secured term loan facility (the “Term Loan Facility”), (ii) $700 million aggregate principal amount of 10.500% senior secured notes due 2030 (the “2030 Notes”) issued by Parent and (iii) a borrowing against a $825 million senior secured asset based
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert C. Volpe was appointed as Director at Veritiv Corp.
- Action
- became director
- Role
- Director
Exact text from the filing
from and after the Effective Time, Robert C. Volpe, Ian A. Rorick and Kirsten Colwell, who were directors of Merger Subsidiary immediately before the Effective Time, became directors of the Surviving Corporation.
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Executive change
SEC 8-K Item 5.02
confidence 0.95
Ian A. Rorick resigned as Director at Veritiv Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
Robert C. Volpe, Ian A. Rorick and Kirsten Colwell resigned from the board of directors of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael P. Muldowney resigned as Director at Veritiv Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
Stephen E. Macadam, Salvatore A. Abbate, Autumn R. Bayles, Shantella E. Cooper, David E. Flitman, Tracy A. Leinbach, Gregory B. Morrison, Michael P. Muldowney and Charles G. Ward, III each resigned from their positions as members of the board of directors of the Company and from any and all committees of the board of directors on which they served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Autumn R. Bayles resigned as Director at Veritiv Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
Stephen E. Macadam, Salvatore A. Abbate, Autumn R. Bayles, Shantella E. Cooper, David E. Flitman, Tracy A. Leinbach, Gregory B. Morrison, Michael P. Muldowney and Charles G. Ward, III each resigned from their positions as members of the board of directors of the Company and from any and all committees of the board of directors on which they served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ian A. Rorick was appointed as Director at Veritiv Corp.
- Action
- became director
- Role
- Director
Exact text from the filing
from and after the Effective Time, Robert C. Volpe, Ian A. Rorick and Kirsten Colwell, who were directors of Merger Subsidiary immediately before the Effective Time, became directors of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Salvatore A. Abbate was appointed as Director at Veritiv Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
Salvatore A. Abbate, Eric J. Guerin and Susan B. Salyer were appointed to the board of directors of the Surviving Corporation
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kirsten Colwell was appointed as Director at Veritiv Corp.
- Action
- became director
- Role
- Director
Exact text from the filing
from and after the Effective Time, Robert C. Volpe, Ian A. Rorick and Kirsten Colwell, who were directors of Merger Subsidiary immediately before the Effective Time, became directors of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kirsten Colwell resigned as Director at Veritiv Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
Robert C. Volpe, Ian A. Rorick and Kirsten Colwell resigned from the board of directors of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gregory B. Morrison resigned as Director at Veritiv Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
Stephen E. Macadam, Salvatore A. Abbate, Autumn R. Bayles, Shantella E. Cooper, David E. Flitman, Tracy A. Leinbach, Gregory B. Morrison, Michael P. Muldowney and Charles G. Ward, III each resigned from their positions as members of the board of directors of the Company and from any and all committees of the board of directors on which they served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Charles G. Ward, III resigned as Director at Veritiv Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
Stephen E. Macadam, Salvatore A. Abbate, Autumn R. Bayles, Shantella E. Cooper, David E. Flitman, Tracy A. Leinbach, Gregory B. Morrison, Michael P. Muldowney and Charles G. Ward, III each resigned from their positions as members of the board of directors of the Company and from any and all committees of the board of directors on which they served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert C. Volpe resigned as Director at Veritiv Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
Robert C. Volpe, Ian A. Rorick and Kirsten Colwell resigned from the board of directors of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen E. Macadam resigned as Director at Veritiv Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
Stephen E. Macadam, Salvatore A. Abbate, Autumn R. Bayles, Shantella E. Cooper, David E. Flitman, Tracy A. Leinbach, Gregory B. Morrison, Michael P. Muldowney and Charles G. Ward, III each resigned from their positions as members of the board of directors of the Company and from any and all committees of the board of directors on which they served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Salvatore A. Abbate resigned as Director at Veritiv Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
Stephen E. Macadam, Salvatore A. Abbate, Autumn R. Bayles, Shantella E. Cooper, David E. Flitman, Tracy A. Leinbach, Gregory B. Morrison, Michael P. Muldowney and Charles G. Ward, III each resigned from their positions as members of the board of directors of the Company and from any and all committees of the board of directors on which they served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tracy A. Leinbach resigned as Director at Veritiv Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
Stephen E. Macadam, Salvatore A. Abbate, Autumn R. Bayles, Shantella E. Cooper, David E. Flitman, Tracy A. Leinbach, Gregory B. Morrison, Michael P. Muldowney and Charles G. Ward, III each resigned from their positions as members of the board of directors of the Company and from any and all committees of the board of directors on which they served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Susan B. Salyer was appointed as Director at Veritiv Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
Salvatore A. Abbate, Eric J. Guerin and Susan B. Salyer were appointed to the board of directors of the Surviving Corporation
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David E. Flitman resigned as Director at Veritiv Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
Stephen E. Macadam, Salvatore A. Abbate, Autumn R. Bayles, Shantella E. Cooper, David E. Flitman, Tracy A. Leinbach, Gregory B. Morrison, Michael P. Muldowney and Charles G. Ward, III each resigned from their positions as members of the board of directors of the Company and from any and all committees of the board of directors on which they served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Shantella E. Cooper resigned as Director at Veritiv Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
Stephen E. Macadam, Salvatore A. Abbate, Autumn R. Bayles, Shantella E. Cooper, David E. Flitman, Tracy A. Leinbach, Gregory B. Morrison, Michael P. Muldowney and Charles G. Ward, III each resigned from their positions as members of the board of directors of the Company and from any and all committees of the board of directors on which they served.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Eric J. Guerin was appointed as Director at Veritiv Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
Salvatore A. Abbate, Eric J. Guerin and Susan B. Salyer were appointed to the board of directors of the Surviving Corporation
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Veritiv Corp: Certificate of Incorporation amended and restated in its entirety pursuant to merger, effective at the Effective Time.
- Change
- charter amendment
Exact text from the filing
at the Effective Time, the Amended and Restated Certificate of Incorporation of the Company was amended and restated in its entirety to be in the form of the certificate of incorporation of Merger Subsidiary as in effect immediately prior to the Effective Time, except that references to the Merger Subsidiary’s name were replaced with references to the Company’s name
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Veritiv Corp: Bylaws amended and restated in their entirety pursuant to merger, effective at the Effective Time.
- Change
- bylaw amendment
Exact text from the filing
at the Effective Time, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws of Merger Subsidiary as in effect immediately prior to the Effective Time, except that references to the Merger Subsidiary’s name were replaced with references to the Company’s name
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M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Veritiv Corp underwent a change of control involving Clayton, Dubilier & Rice, LLC for $170 in cash (closed 2023-11-30).
- Action
- change of control
- Counterparty
- Clayton, Dubilier & Rice, LLC
- Consideration
- $170 in cash
- Closing
- 2023-11-30
Exact text from the filing
demands appraisal of such shares in accordance with Section 262 of the Delaware General Corporation Law) was automatically cancelled and converted into the right to receive $170 in cash, without interest (the “Merger Consideration”). Any shares of Common Stock held by Veritiv as treasury stock or owned by any subsidiary of Veritiv or Parent or any
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Veritiv Corp entered into ABL Credit Agreement with Wells Fargo Bank, National Association, as administrative agent and collateral agent valued at $825 million (effective 2023-11-30).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Wells Fargo Bank, National Association, as administrative agent and collateral agent
- Value
- $825 million
- Effective
- 2023-11-30
Exact text from the filing
he Borrowers entered into an ABL Credit Agreement (the “ABL Credit Agreement”) by and among the Borrowers, Holdings, the
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Veritiv Corp entered into Term Loan Credit Agreement with Royal Bank of Canada, as administrative agent and collateral agent valued at $600 million (effective 2023-11-30).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Royal Bank of Canada, as administrative agent and collateral agent
- Value
- $600 million
- Effective
- 2023-11-30
Exact text from the filing
nd each, a “Borrower”), as the initial borrowers, entered into (a) a Term Loan Credit Agreement (the “Term Loan Credit Agreement”) by and among the Borrowers, Verde Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”),
View on SEC.gov
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