---
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"
generated_at: "2026-06-07T19:52:21.420517+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# CD&R completes acquisition of Veritiv for $170/share; company goes private

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-23-122267
- form_type: 8-K
- cik: 0001599489
- company_name: Veritiv Corp
- filed_at: 2023-11-30T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-122267
- JSON: https://secwatch.observer/filing/0001104659-23-122267.json
- Plain text: https://secwatch.observer/filing/0001104659-23-122267.txt

## Key facts
- Debt Financings
  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
  source text: “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_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Debt Financings
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Debt Financings
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Executive change
  Robert C. Volpe was appointed as Director at Veritiv Corp.
  - Action: became director
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Executive change
  Ian A. Rorick resigned as Director at Veritiv Corp.
  - Action: resigned
  - Role: Director
  source text: Robert C. Volpe, Ian A. Rorick and Kirsten Colwell resigned from the board of directors of the Surviving Corporation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Executive change
  Michael P. Muldowney resigned as Director at Veritiv Corp.
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Executive change
  Autumn R. Bayles resigned as Director at Veritiv Corp.
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Executive change
  Ian A. Rorick was appointed as Director at Veritiv Corp.
  - Action: became director
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Executive change
  Salvatore A. Abbate was appointed as Director at Veritiv Corp.
  - Action: appointed
  - Role: Director
  source text: Salvatore A. Abbate, Eric J. Guerin and Susan B. Salyer were appointed to the board of directors of the Surviving Corporation
  evidence_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Executive change
  Kirsten Colwell was appointed as Director at Veritiv Corp.
  - Action: became director
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Executive change
  Kirsten Colwell resigned as Director at Veritiv Corp.
  - Action: resigned
  - Role: Director
  source text: Robert C. Volpe, Ian A. Rorick and Kirsten Colwell resigned from the board of directors of the Surviving Corporation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Executive change
  Gregory B. Morrison resigned as Director at Veritiv Corp.
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Executive change
  Charles G. Ward, III resigned as Director at Veritiv Corp.
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Executive change
  Robert C. Volpe resigned as Director at Veritiv Corp.
  - Action: resigned
  - Role: Director
  source text: Robert C. Volpe, Ian A. Rorick and Kirsten Colwell resigned from the board of directors of the Surviving Corporation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Executive change
  Stephen E. Macadam resigned as Director at Veritiv Corp.
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Executive change
  Salvatore A. Abbate resigned as Director at Veritiv Corp.
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Executive change
  Tracy A. Leinbach resigned as Director at Veritiv Corp.
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Executive change
  Susan B. Salyer was appointed as Director at Veritiv Corp.
  - Action: appointed
  - Role: Director
  source text: Salvatore A. Abbate, Eric J. Guerin and Susan B. Salyer were appointed to the board of directors of the Surviving Corporation
  evidence_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Executive change
  David E. Flitman resigned as Director at Veritiv Corp.
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Executive change
  Shantella E. Cooper resigned as Director at Veritiv Corp.
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Executive change
  Eric J. Guerin was appointed as Director at Veritiv Corp.
  - Action: appointed
  - Role: Director
  source text: Salvatore A. Abbate, Eric J. Guerin and Susan B. Salyer were appointed to the board of directors of the Surviving Corporation
  evidence_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Governance Changes
  Veritiv Corp: Certificate of Incorporation amended and restated in its entirety pursuant to merger, effective at the Effective Time.
  - Change: charter amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Governance Changes
  Veritiv Corp: Bylaws amended and restated in their entirety pursuant to merger, effective at the Effective Time.
  - Change: bylaw amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- M&A Transactions
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Material Agreements
  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
  source text: he Borrowers entered into an ABL Credit Agreement (the “ABL Credit Agreement”) by and among the Borrowers, Holdings, the
  evidence_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1599489/000110465923122267/0001104659-23-122267-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.