UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): January 4, 2021 (
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
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| Item 1.02 | Termination of a Material Definitive Agreement. |
On December 29, 2020, Veritiv Corporation (the “Company”) and UWW Holdings, LLC (the “UWWH Stockholder”) agreed to terminate (the “Termination Agreement”) the Tax Receivable Agreement, dated July 1, 2014 as amended on April 28, 2020, between the Company and the UWWH Stockholder (the “Tax Receivable Agreement”). The Tax Receivable Agreement, which was entered into in connection with the establishment of the Company following the spin-off of International Paper Company’s xpedx distribution solutions business and the merger (the “Merger”) of xpedx with the parent company of Unisource Worldwide, Inc. (“Unisource”), set forth the terms by which the Company was generally obligated to pay the UWWH Stockholder an amount equal to 85% of the U.S. federal, state and Canadian income tax savings, if any, that the Company actually realized as a result of the utilization of Unisource’s net operating losses (NOLs) attributable to taxable periods prior to the date of the Merger. At September 30, 2020, the Company had recorded a contingent liability for the Tax Receivable Agreement in the amount of $32.1 million.
Under the Termination Agreement, the Company agreed to pay the UWWH Stockholder a total of $12 million in settlement of all past and future liabilities that would have been owed under the Tax Receivable Agreement and the parties agreed to a mutual release of claims under the Tax Receivable Agreement.
A copy of the Termination Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Termination Agreement is qualified in its entirety by reference thereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this report:
| Exhibit No. | Exhibit Description | |
| 10.1 | Assignment and Termination Agreement, dated December 29, 2020, between UWW Holdings, LLC and Veritiv Corporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VERITIV CORPORATION | |
| Date: January 4, 2021 | |
| /s/ Mark W. Hianik | |
| Mark W. Hianik | |
| Senior Vice President, General Counsel & Corporate Secretary | |