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1810180 

UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Joseph J. Simons, Chairman

Noah Joshua Phillips

Rohit Chopra

Rebecca Kelly Slaughter

Christine S. Wilson

 Docket No. C-4667

COMPLAINT

Pursuant to the Clayton Act and the Federal Trade Commission Act (“FTC Act”), and by 

virtue of the authority vested in it by said Acts, the Federal Trade Commission (“Commission”), 

having reason to believe that Respondent Sycamore Partners II, L.P. (“Sycamore”), a limited 

partnership subject to the jurisdiction of the Commission, and Respondent Staples, Inc. 

(“Staples”), a corporation subject to the jurisdiction of the Commission, agreed to acquire 

Respondent Essendant Inc. (“Essendant”), a corporation subject to the jurisdiction of the 

Commission, in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and 

Section 5 of the Federal Trade Commission Act (“FTC Act”), as amended, 15 U.S.C. § 45, and it 

appearing to the Commission that a proceeding in respect thereof would be in the public interest, 

hereby issues its Complaint, stating its charges as follows:

I. RESPONDENTS

1. Respondent Sycamore is a limited partnership organized, existing, and doing business 

under, and by virtue of, the laws of the Cayman Islands, with its executive offices and principal 

place of business located at 9 West 57th Street, 31st floor, New York, New York 10019. 

In the Matter of

Sycamore Partners II, L.P.,

a limited partnership;

Staples, Inc.

a corporation

and

Essendant Inc.,

a corporation.

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Sycamore is a private equity firm specializing in retail and consumer investments. Sycamore 

own and operates a number of retailers, including Staples.

2. Respondent Staples is a corporation organized, existing, and doing business under, and 

by virtue of, the laws of the State of Delaware with its executive offices and principal place of 

business located at 500 Staples Drive, Framingham, Massachusetts 01702. Staples is the largest 

vertically integrated reseller of office products in the United States, selling to individual 

consumers through its website and retail stores, as well as to business-to-business customers

through its North American Delivery division. 

3. Respondent Essendant is a corporation organized, existing, and doing business under, and 

by virtue of, the laws of the State of Delaware with its executive offices and principal place of 

business located at One Parkway North Boulevard, Suite 100, Deerfield, Illinois 60015. 

Essendant is the largest wholesale distributor of office products in the United States, selling 

exclusively to resellers.

II. THIRD-PARTY OFFICE PRODUCTS RESELLERS

4. Essendant’s reseller customers include large national accounts (such as Staples and 

Office Depot, Inc.), online retailers (such as Amazon.com, Inc. and Jet.com), and a large number 

of independently owned and operated dealers throughout the United States. Most of these

resellers compete with Staples to sell office products and related services to midmarket businessto-business customers.

III. JURISDICTION

5. Respondents, and each of their relevant operating subsidiaries and parent entities, are, 

and at all times relevant herein have been, engaged in commerce, or in activities affecting 

commerce, within the meaning of Section 1 of the Clayton Act, 15 U.S.C. § 12, and Section 4 of 

the FTC Act, 15 U.S.C. § 44.

IV. THE ACQUISITION

6. Pursuant to an Agreement and Plan of Merger dated as of September 14, 2018, Staples

and its affiliates propose to acquire all of the outstanding shares of common stock of Essendant

(“the Acquisition”).

V. THE RELEVANT MARKETS

7. The relevant line of commerce in which to analyze the effects of the Acquisition is the 

sale and distribution of office products to midmarket business-to-business customers. The sale 

and distribution of office products to midmarket business-to-business customers entails selling 

office products and related services to customers who purchase those products and services for 

consumption, not for resale. Midmarket customers are small- and medium-sized organizations. 
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8. The relevant geographic markets in which to analyze the effects of the Acquisition are 

local areas in the various resellers’ territories.

VI. THE STRUCTURE OF THE MARKETS

9. The sale and distribution of office products to midmarket business-to-business customers 

in local areas is a relevant market. This market contains many resellers, with Essendant’s 

reseller customers accounting for a substantial share of the market. 

VII. ENTRY CONDITIONS

10. Entry into each relevant market would not be timely, likely, or sufficient to prevent or 

mitigate the anticompetitive effects described in Paragraph 11. 

VIII. EFFECTS OF THE ACQUISITION

11. As a result of the Acquisition, Sycamore and Staples would have access to Essendant’s 

reseller customers’ commercially sensitive business information, which could allow Staples to 

offer higher prices than it otherwise would when bidding against a reseller for an end customer’s 

business. Sycamore’s and Staples’ access to this commercially sensitive information may 

substantially lessen competition in the market for the sale and distribution of office products to 

midmarket business-to-business customers by eliminating direct and substantial competition 

between Respondents Staples’ and Essendant’s reseller customers which may result in higher 

prices to end customers.

IX. VIOLATIONS CHARGED

12. Sycamore’s and Staples’ access to commercially sensitive information could lead to 

anticompetitive conduct and constitutes a violation of Section 5 of the FTC Act, as amended, 15 

U.S.C. § 45, and upon consummation, would constitute a violation of Section 5 of the FTC Act, 

as amended, 15 U.S.C. § 45, and Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18.

WHEREFORE, THE PREMISES CONSIDERED, Federal Trade Commission on this

twenty-fifth day of January, 2019, issues its complaint against said Respondents.

By the Commission, Commissioner Chopra and Commissioner Slaughter dissenting.

April Tabor

Acting Secretary

SEAL: