| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | VRTV | Common Stock | 3,324,324 | Aug 6, 2023 | See Footnotes | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | This statement on Form 3 is being jointly filed by The Baupost Group, L.L.C. ("Baupost"), Baupost Group GP, L.L.C. ("Baupost GP") and Seth A. Klarman ("Mr. Klarman") (collectively, the "Reporting Persons"). Baupost is a registered investment adviser. The principal business of Baupost is to act as an investment adviser to various private investment limited partnerships. Baupost GP, as the manager of Baupost, and Mr. Klarman, as the sole managing member of Baupost GP and a controlling person of Baupost, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the securities beneficially owned by Baupost. Securities reported on this Form 3 as being beneficially owned by Baupost were purchased on behalf of certain of such partnerships. |
| F2 | (Continued from footnote 1) The Reporting Persons disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary therein, and the reporting herein of such securities shall not be construed as an admission that the Reporting Persons are the beneficial owners thereof for purpose of Section 16 or for any other purpose |
| F3 | On August 6, 2023, Veritiv Corporation ("Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Verde Purchaser, LLC, an entity affiliated with Clayton, Dubilier & Rice, LLC ("Parent"), and Verde Merger Sub, Inc. ("Merger Subsidiary"). Pursuant to the Merger Agreement and upon the terms and conditions set forth therein, at the effective time of the Merger, Merger Subsidiary will be merged with and into the Issuer with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). Concurrently with the execution of the Merger Agreement, certain entities affiliated with The Baupost Group, L.L.C. (the "Baupost Stockholders") entered into a Voting Agreement with the Issuer and Parent, dated as of August 6, 2023 (the "Voting Agreement"), pursuant to which the Baupost Stockholders agreed, subject to certain terms and conditions, to vote their shares in favor of the Merger. |
| F4 | (Continued from footnote 3) None of the Baupost Stockholders have any pecuniary interest in any other shares of Issuer common stock owned or controlled by any other party to the Voting Agreement and expressly disclaim any beneficial ownership thereof. |