{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-122267","form_type":"8-K","ticker":null,"cik":"0001599489","company_name":"Veritiv Corp","filed_at":"2023-11-30T23:59:59+00:00","discovered_at":"2026-05-14T18:03:29.710581+00:00","generated_at":"2026-06-07T19:52:21.420517+00:00","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"CD&R completes acquisition of Veritiv for $170/share; company goes private","bullets":["Each share of Veritiv common stock acquired for $170 cash; total stockholder consideration ~$2.3 billion.","Veritiv becomes privately held; common stock delisted from NYSE effective Nov 30, 2023.","New debt financing: $600M term loan (SOFR+4.5%), $700M 10.5% senior secured notes due 2030, $825M ABL facility.","Pre-merger board resigned; new board includes Rob Volpe (CD&R), Sal Abbate, Eric Guerin, Susan Salyer.","Prior ABL credit agreement with Bank of America terminated at closing."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-122267","json":"https://secwatch.observer/filing/0001104659-23-122267.json","markdown":"https://secwatch.observer/filing/0001104659-23-122267.md","text":"https://secwatch.observer/filing/0001104659-23-122267.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/tm2331772d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T19:52:21.420517+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"558f35c66cd40b83c7f71260578d424e486785f0","claim":"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.","evidence_excerpt":"“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","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":1.0,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"revolving credit"},{"label":"Principal","value":"$825 million senior secured asset based revolving credit facility"},{"label":"Counterparty","value":"Wells Fargo Bank, National Association"},{"label":"Rate","value":"term SOFR plus 1.75% or a base rate plus 0.75%"},{"label":"Maturity","value":"November 30, 2028"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"922e499cf6d342b6a15fd4fad3b421551dcf5fff","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":1.0,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"term loan"},{"label":"Principal","value":"$600 million"},{"label":"Counterparty","value":"Royal Bank of Canada"},{"label":"Rate","value":"term SOFR plus 4.50% or a base rate plus 3.50%"},{"label":"Maturity","value":"November 30, 2030"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"f30f61bf231794ad2b16a82edb13c4d44f865216","claim":"Veritiv Corp incurred senior notes of $700 million at 10.500% maturing due 2030.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":1.0,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"senior notes"},{"label":"Principal","value":"$700 million"},{"label":"Rate","value":"10.500%"},{"label":"Maturity","value":"due 2030"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"16312f349d","claim":"Robert C. Volpe was appointed as Director at Veritiv Corp.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"21da17c94f","claim":"Ian A. Rorick resigned as Director at Veritiv Corp.","evidence_excerpt":"Robert C. Volpe, Ian A. Rorick and Kirsten Colwell resigned from the board of directors of the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"21e96197dc","claim":"Michael P. Muldowney resigned as Director at Veritiv Corp.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"2289aa61cd","claim":"Autumn R. Bayles resigned as Director at Veritiv Corp.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"242ed8d489","claim":"Ian A. Rorick was appointed as Director at Veritiv Corp.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"2c7d8f60f3","claim":"Salvatore A. Abbate was appointed as Director at Veritiv Corp.","evidence_excerpt":"Salvatore A. Abbate, Eric J. Guerin and Susan B. Salyer were appointed to the board of directors of the Surviving Corporation","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"3c4c0fddb9","claim":"Kirsten Colwell was appointed as Director at Veritiv Corp.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"61a6d9bb17","claim":"Kirsten Colwell resigned as Director at Veritiv Corp.","evidence_excerpt":"Robert C. Volpe, Ian A. Rorick and Kirsten Colwell resigned from the board of directors of the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"92e56dfabb","claim":"Gregory B. Morrison resigned as Director at Veritiv Corp.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"9669c34958","claim":"Charles G. Ward, III resigned as Director at Veritiv Corp.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"9ea8d45387","claim":"Robert C. Volpe resigned as Director at Veritiv Corp.","evidence_excerpt":"Robert C. Volpe, Ian A. Rorick and Kirsten Colwell resigned from the board of directors of the Surviving Corporation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a025fe959e","claim":"Stephen E. Macadam resigned as Director at Veritiv Corp.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c0376b7805","claim":"Salvatore A. Abbate resigned as Director at Veritiv Corp.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c4ffab154d","claim":"Tracy A. Leinbach resigned as Director at Veritiv Corp.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"d4bd85cd29","claim":"Susan B. Salyer was appointed as Director at Veritiv Corp.","evidence_excerpt":"Salvatore A. Abbate, Eric J. Guerin and Susan B. Salyer were appointed to the board of directors of the Surviving Corporation","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"e16c4e5e72","claim":"David E. Flitman resigned as Director at Veritiv Corp.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"e92033ecbb","claim":"Shantella E. Cooper resigned as Director at Veritiv Corp.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"f4448910f6","claim":"Eric J. Guerin was appointed as Director at Veritiv Corp.","evidence_excerpt":"Salvatore A. Abbate, Eric J. Guerin and Susan B. Salyer were appointed to the board of directors of the Surviving Corporation","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"06b4d1f017c98b9628930a4998200c5d87baac80","claim":"Veritiv Corp: Certificate of Incorporation amended and restated in its entirety pursuant to merger, effective at the Effective Time.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"ed67011865dd932e80a2a994f0c7acecc8d39ccd","claim":"Veritiv Corp: Bylaws amended and restated in their entirety pursuant to merger, effective at the Effective Time.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"11a7096ef914ce1f9072ad2884071b9ec5390ba3","claim":"Veritiv Corp underwent a change of control involving Clayton, Dubilier & Rice, LLC for $170 in cash (closed 2023-11-30).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Clayton, Dubilier & Rice, LLC"},{"label":"Consideration","value":"$170 in cash"},{"label":"Closing","value":"2023-11-30"}],"fact_type":"ma_transaction"},{"claim_id":"c094ca7c344196a0a7eeada447cf08bb2def1952","claim":"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).","evidence_excerpt":"he Borrowers entered into an ABL Credit Agreement (the “ABL Credit Agreement”) by and among the Borrowers, Holdings, the","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Wells Fargo Bank, National Association, as administrative agent and collateral agent"},{"label":"Value","value":"$825 million"},{"label":"Effective","value":"2023-11-30"}],"fact_type":"material_agreement"},{"claim_id":"c396ba9a819df39adffea99b33ac4beee9a7ea20","claim":"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).","evidence_excerpt":"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”),","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Royal Bank of Canada, as administrative agent and collateral agent"},{"label":"Value","value":"$600 million"},{"label":"Effective","value":"2023-11-30"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}