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UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

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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) File No. 181-0180 

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AGREEMENT CONTAINING CONSENT ORDER

The Federal Trade Commission (“Commission”) has initiated an investigation of 

the proposed acquisition by Staples, Inc. (“Staples”) and its affiliates, whose owner is 

Sycamore Partners II, L.P. (“Sycamore”), of all of the outstanding shares of common 

stock of Essendant Inc., (“Essendant”), collectively “Proposed Respondents.” The 

Commission’s Bureau of Competition has prepared a draft administrative complaint 

(“Draft Complaint”). The Bureau of Competition and Proposed Respondents enter into 

this Agreement Containing Consent Order (“Consent Agreement”) providing for certain 

relief to resolve the allegations in the Draft Complaint through a proposed Decision and 

Order (“Decision and Order”), both of which are attached, to present to the Commission. 

IT IS HEREBY AGREED by and between Proposed Respondents, by their duly 

authorized officers and attorneys, and counsel for the Commission that: 

1. Proposed 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. 

2. Proposed 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. 
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3. Proposed 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. 

4. Proposed Respondents admit all the jurisdictional facts set forth in the Draft 

Complaint.

5. Proposed Respondents waive:

a. any further procedural steps;

b. the requirement that the Decision and Order contain a statement of findings of 

fact and conclusions of law;

c. all rights to seek judicial review or otherwise to challenge or contest the 

validity of the Decision and Order entered pursuant to this Consent 

Agreement; and

d. any claim under the Equal Access to Justice Act.

6. This Consent Agreement is for settlement purposes only and does not constitute 

an admission by Proposed Respondents that the law has been violated as alleged 

in the Draft Complaint, or that the facts as alleged in the Draft Complaint, other 

than jurisdictional facts, are true.

7. Proposed Respondents shall submit an initial compliance report, pursuant to 

Commission Rule 2.33, 16 C.F.R. § 2.33, no later than 15 days after the date on 

which Proposed Respondents execute this Consent Agreement. After the Decision 

and Order becomes final, the reporting obligations contained in the Decision and 

Order shall control and the reporting obligations under this Consent Agreement 

shall cease. Each compliance report shall set forth in detail the manner in which 

Proposed Respondents have complied, have prepared to comply, are complying, 

and will comply with the Consent Agreement and the Decision and Order. 

Proposed Respondents shall provide sufficient information and documentation to 

enable the Commission to determine independently whether Proposed 

Respondents are in compliance with the Consent Agreement and the Decision and 

Order. 

8. Each compliance report submitted pursuant to Paragraph 7 shall be verified in the 

manner set forth in 28 U.S.C. § 1746 by the Chief Executive Officer or another 

officer or employee specifically authorized to perform this function. Commission 

Rule 2.41(a), 16 C.F.R. § 2.41(a), requires that the Commission receive an 

original and 2 copies of each compliance report. Proposed Respondents shall file 

a paper original of each compliance report with the Secretary of the Commission 

and electronic copies of each compliance report with the Secretary at 

ElectronicFilings@ftc.gov, and with the Compliance Division at 
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bccompliance@ftc.gov. In addition, Proposed Respondents shall provide a copy 

of each compliance report to the Monitor.

9. This Consent Agreement, and any compliance reports filed pursuant to this 

Consent Agreement, shall not become part of the public record of the proceeding 

unless and until the Commission accepts the Consent Agreement. If the 

Commission accepts this Consent Agreement, the Commission will place it, 

together with the Draft Complaint, the proposed Decision and Order, or if issued, 

its Complaint and Decision and Order, an explanation of the provisions of the 

proposed Decision and Order, and any other information that may help interested 

persons understand the order on the public record for the receipt of comments for 

30 days. 

10. This Consent Agreement contemplates that, if it is accepted by the Commission, 

the Commission may (a) immediately issue and serve its Complaint 

corresponding in form and substance with the draft of Complaint here attached, 

(b) immediately issue and serve the attached Decision and Order, and (c) make 

information public with respect thereto. If the Commission has not immediately 

issued and served its Complaint and Decision and Order, and if such acceptance is 

not subsequently withdrawn by the Commission pursuant to the provisions of 

Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission may, without further 

notice to Proposed Respondents, thereupon issue its Complaint and its Decision 

and Order. 

11. The Decision and Order shall become final upon service. Delivery of the 

Complaint and the Decision and Order to Proposed Respondents by any means 

provided in Commission Rule 4.4(a), 16 C.F.R. § 4.4(a), or by delivery to United 

States counsel for Proposed Respondents identified in this Consent Agreement, 

shall constitute service to Proposed Respondents. Proposed Respondents waive

any rights they may have to any other manner of service. Proposed Respondents

also waive any rights they may otherwise have to service of any appendices 

attached or incorporated by reference into the Decision and Order, if Proposed 

Respondents are already in possession of such Appendices, and agree that they 

are bound to comply with and will comply with the Decision and Order to the 

same extent as if they had been served with copies of the Appendices.

12. The Complaint may be used in construing the terms of the Decision and Order

and no agreement, understanding, representation, or interpretation not contained 

in the Decision and Order or the Consent Agreement may be used to vary or 

contradict the terms of the Decision and Order.

13. By signing this Consent Agreement, Proposed Respondents represent and warrant

that:

a. they can fulfill all the terms of and accomplish the full relief contemplated by 

the Decision and Order; and
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b. all parents, subsidiaries, affiliates, and successors necessary to effectuate the 

full relief contemplated by this Consent Agreement and the Decision and 

Order are parties to this Consent Agreement and are bound as if they had 

signed this Consent Agreement and were made parties to this proceeding, or 

are within the control of parties to this Consent Agreement and the Decision 

and Order, or will be after the acquisition.

14. Proposed Respondents have read the Draft Complaint and the proposed Decision 

and Order. Proposed Respondents agree to comply with the terms of the proposed 

Decision and Order from the date they sign this Consent Agreement. Proposed 

Respondents understand that once the Commission has issued the Decision and 

Order, they will be required to file one or more compliance reports setting forth in 

detail the manner in which they have complied, have prepared to comply, are

complying, and will comply with the Decision and Order. When final, the 

Decision and Order shall have the same force and effect and may be altered, 

modified, or set aside in the same manner and within the same time as provided 

by statute for other orders. Proposed Respondents further understand that they

may be liable for civil penalties in the amount provided by law for each violation 

of the Decision and Order. 
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Sycamore Partners II, L.P.

___________________________ 

By: Stefan Kaluzny

Managing Partner and Managing Director

Sycamore Partners II, L.P.

Dated: _____________________

Staples, Inc.

___________________________ 

By: John Lederer

Executive Chairman

Staples, Inc.

Dated: _____________________

__________________________

Matthew J. Reilly

Kirkland & Ellis LLP

Counsel for Sycamore Partners II, L.P. and 

Staples, Inc.

Dated: _____________________

Essendant Inc.

____________________________

By: Richard D. Phillips

President and Chief Executive Officer

Essendant Inc.

Dated: ______________________

____________________________

Clifford H. Aronson

Skadden, Arps, Slate, Meagher & Flom LLP

Counsel for Essendant Inc.

Dated: ______________________

FEDERAL TRADE COMMISSION

________________________

By: Maria DiMoscato

Attorney

Bureau of Competition

________________________

Melissa Hill

Deputy Assistant Director

Mergers IV Division

Bureau of Competition

_________________________

Kevin Hahm

Assistant Director

Mergers IV Division

Bureau of Competition

__________________________

Haidee L. Schwartz

Deputy Director

Bureau of Competition

__________________________

D. Bruce Hoffman

Director

Bureau of Competition

Dated: __________________