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VERITIV CORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

July 3, 2014

Item 1.01. Entry into a Material Definitive Agreement

On July 1, 2014 (the "Closing Date"), in connection with the previously announced spin-off (the "Spin-off") of International Paper Company's ("International Paper") distribution business, xpedx ("xpedx"), and subsequent merger with UWW Holdings, Inc. ("UWWH"), the parent company of Unisource Worldwide, Inc. ("Unisource") (the "Merger" and together with the Spin-off, the "Transactions") to form a new publicly traded company, Veritiv Corporation ("Veritiv") entered into several agreements that set forth the principal actions taken in connection with the Spin-off and that govern the relationship of the parties following the Transactions, including the following:

Credit Agreement among Veritiv, xpedx Intermediate, LLC and xpedx, LLC, as borrowers, the several lenders and financial institutions from time to time parties thereto, Bank of America, N.A., as administrative agent and collateral agent for the lenders party thereto, and the other parties thereto U.S. Guarantee and Collateral Agreement among xpedx Intermediate, LLC, the Subsidiary Borrowers and the U.S. Guarantors parties thereto and Veritiv, in favor of Bank of America, N.A., as administrative agent and collateral agent for the Secured Parties (as defined therein) Canadian Guarantee and Collateral Agreement among Unisource Canada, Inc. and the Canadian Guarantors parties thereto, in favour of Bank of America, N.A., as administrative agent and collateral agent for the Secured Parties (as defined therein) Registration Rights Agreement between UWW Holdings, LLC and Veritiv Transition Services Agreement by and between International Paper and Veritiv Tax Receivable Agreement by and among Veritiv and UWW Holdings, LLC



ABL Credit Facility

On the Closing Date, Veritiv entered into a credit agreement (the "ABL Credit Agreement"), under which the banks party thereto will, subject to the terms and conditions set forth therein, provide xpedx, LLC and, following the merger of xpedx Intermediate, LLC with and into Unisource, with Unisource continuing as the surviving company, Unisource (the "Parent Borrower" and, together with xpedx, LLC, the "U.S. Borrowers") and Unisource Canada Inc. (the "Canadian Borrower" and, together with the U.S. Borrowers, the "Borrower Entities") with a committed ABL Revolving Facility (the "ABL Facility"). The ABL Facility provides for revolving loans in an aggregate principal amount of up to $1,400.0 million (subject to availability under a borrowing base). The following is a summary of material provisions of the ABL Facility. This summary is qualified in its entirety by reference to the ABL Credit Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

The ABL Facility is comprised of four subfacilities: (a) a $1,180.0 million revolving facility to be made available to the U.S. Borrowers; (b) a $70.0 million first-in, last-out facility to be made available to the U.S. Borrowers (such facility, along with the facility described in clause (a), the "U.S. Facilities"); (c) a $140.0 million revolving facility to be made available to the Canadian Borrower; and (d) a $10.0 million first-in, last-out facility made available to the Canadian Borrower (such facility, along with the facility described in clause (c), the "Canadian Facilities"). The ABL Facility is available to be drawn in U.S. dollars, in the case of the U.S. Facilities, and in U.S. dollars or Canadian dollars, in the case of the Canadian Facilities, or in other currencies to be agreed.

Extensions of credit under the ABL Facility are limited by a borrowing base calculated periodically based on specified percentages of the value of eligible inventory and eligible accounts receivable, subject to certain reserves and other adjustments. A portion of the ABL Facility is available for letters of credit and swingline loans. The ABL Facility also permits the Borrower Entities . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

On the Closing Date, pursuant to the Contribution and Distribution Agreement, dated as of January 28, 2014 (as amended, the "Distribution Agreement"), by and among International Paper, Veritiv, UWWH and the UWWH Stockholder, International Paper transferred its business-to-business printing, packaging and facility supplies and equipment distribution business, described in International Paper's public filings as the "xpedx" segment, to Veritiv (the "Contribution") in consideration for a special payment to International Paper of $400 million, and 8,160,000 shares of Veritiv, which shares were distributed on the Closing Date to International Paper's stockholders.

On the Closing Date, pursuant to the Agreement and Plan of Merger, dated as of January 28, 2014, by and among International Paper, Veritiv, xpedx Intermediate, LLC ("xpedx Intermediate"), xpedx, LLC ("xpedx"), the UWWH Stockholder, UWWH and Unisource, (as amended, the "Merger Agreement"), UWWH, the parent

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company of Unisource, a distributor of printing and business paper products, packaging supplies and equipment and facility supplies and equipment, merged with Veritiv with Veritiv continuing as the surviving company. As a result of the Merger, the UWWH Stockholder received 7,840,000 shares of Veritiv common stock, representing approximately 49% of the outstanding shares of Veritiv common stock.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K concerning the ABL Facility is hereby incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

On the Closing Date, Veritiv issued 7,840,000 shares of its common stock, par value $0.01 per share, to the UWWH Stockholder in consideration of the Merger. This issuance was exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) thereof because the issuance did not involve any public offering of securities.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 30, 2014, C. Cato Ealy, Carol L. Roberts and Sharon R. Ryan resigned from the Board of Directors (the "Board") of Veritiv, effective immediately.

On June 30, 2014, Mary A. Laschinger and Daniel T. Henry, the remaining members of the Board immediately following the resignations noted above, elected Allan R. Dragone, Jr., Tracy A. Leinbach, Seth A. Meisel, William E. Mitchell, Michael P. Muldowney, Charles G. Ward, III and John J. Zillmer as directors, effective immediately. Messrs. Muldowney and Ward and Ms. Leinbach have been named members of the Audit and Finance Committee. They will be joined by Mr. Henry who was named as a member of the Audit and Finance Committee on June 17, 2014. Messrs. Henry, Meisel, Muldowney and Zillmer have been named members of the Compensation and Leadership Development Committee. Messrs. Meisel, Ward, Zillmer and Ms. Leinbach have been named members of the Nominating and Governance Committee. Mr. Mitchell has been named as the presiding director of the Board.

As non-management directors, Messrs. Dragone, Henry, Meisel, Mitchell, Muldowney, Ward, Zillmer and Ms. Leinbach will be eligible to receive compensation in respect of their services to the Board, including any additional cash stipends for service as chairman of a committee or as the presiding director. The expected compensation to be paid to non-employee directors of the Board is disclosed in the Registration Statement.

As described in the Registration Statement, in connection with the signing of the Merger Agreement, UWWH and Allan R. Dragone, Jr., the former Chief Executive Officer of UWWH, entered into a Consulting and Non-Competition Agreement governing the terms and conditions of Mr. Dragone's anticipated role as a consultant with the combined company following the Closing Date. In connection with the Closing Date, UWWH and Mr. Dragone have entered into a Separation and Non-Competition Agreement which supersedes the Consulting and Non-Competition Agreement. The terms of the Separation and Non-Competition Agreement are substantially the same as the terms of the Consulting and Non-Competition Agreement, except that (1) Mr. Dragone is no longer obligated to provide consulting services following the Closing Date (other than limited cooperation services for which Veritiv may call on Mr. Dragone from time to time), and (2) the $3 million in payments that would have been paid to Mr. Dragone as a consulting fee under the Consulting and Non-Competition Agreement will be paid to Mr. Dragone as additional severance pay.

On June 30, 2014, International Paper, as sole stockholder of Veritiv Corporation prior to the Spin-off, approved the Veritiv Corporation 2014 Omnibus Incentive Plan (the "Omnibus Incentive Plan") by written consent. The Board of Veritiv had previously adopted the Omnibus Incentive Plan on the same date, subject to stockholder approval. The total number of shares of Veritiv Common Stock that may be issued under the Omnibus Incentive Plan, subject to certain adjustment provisions, is 2,080,000 shares. The Company may grant options, SARs, stock purchase rights, restricted shares, restricted stock units, dividend equivalents, deferred share units, performance shares, performance units and other equity-based awards under the Omnibus Incentive Plan. Awards may be granted under the Omnibus Incentive Plan to any employee, director, consultant or other service provider of Veritiv or a subsidiary of Veritiv.

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The foregoing description of the Omnibus Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Omnibus Incentive Plan which is filed with this Current Report on Form 8-K as Exhibit 10.8 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 1, 2014, Veritiv amended and restated its Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation") and amended and restated its Bylaws (the "Amended and Restated Bylaws"). A description of the material terms of each can be found in the section of the Registration Statement entitled "Description of Capital Stock," and is incorporated herein by reference. In addition, the descriptions of the foregoing are qualified in their entirety by reference to the complete terms and conditions of Veritiv's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, which are attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

The financial statements required by Item 9.01(a) of Form 8-K were filed with Veritiv's Registration Statement on Form S-1, as amended (File No. 333-193950) (the "Registration Statement") and are incorporated herein by reference.

(b) Pro Forma Financial Information

The pro forma financial information required by Item 9.01(b) of Form 8-K was filed with the Registration Statement and is incorporated herein by reference.

(d) Exhibits

The following exhibits are being filed with this Current Report on Form 8-K.

Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation of Veritiv Corporation. 3.2 Amended and Restated Bylaws of Veritiv Corporation. 10.1 Credit Agreement among Veritiv Corporation, xpedx Intermediate and xpedx LLC, as borrowers, the several lenders and financial institutions from time to time parties thereto, Bank of America, N.A., as administrative agent and collateral agent for the lenders party thereto, and the other parties thereto, together with the ABL Joinder Agreement, dated as of July 1, 2014, made by Unisource Worldwide, Inc. and Unisource Canada, Inc. for the benefit of the Lenders under the Credit Agreement. 10.2 U.S. Guarantee and Collateral Agreement among xpedx Intermediate, the Subsidiary Borrowers and the U.S. Guarantors parties thereto and Veritiv Corporation, in favor of Bank of America, N.A., as administrative agent and collateral agent for the Secured Parties (as defined therein), together with the Assumption and Supplemental Agreement, dated as of July 1, 2014, made by Veritiv Corporation, Alco Realty, Inc., Graph Comm Holdings International, Inc., Graphic Communications Holdings, Inc., Paper Corporation of North America, Unisource International Holdings, Inc., Unisource International Holdings Poland, Inc., and Unisource Worldwide, Inc., in favor of Bank of America, N.A., as collateral agent and as administrative agent. 9



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10.3 Canadian Guarantee and Collateral Agreement among Unisource Canada, Inc. and the Canadian Guarantors parties thereto, in favour of Bank of America, N.A., as administrative agent and collateral agent for the Secured Parties (as defined therein). 10.4 Registration Rights Agreement between UWW Holdings, LLC and Veritiv Corporation. 10.5 Tax Receivable Agreement by and among Veritiv Corporation and UWW Holdings, LLC. 10.6 Transition Services Agreement by and between International Paper Company and Veritiv Corporation. 10.7 Separation Agreement, dated as of June 30, 2014, between UWW Holdings, Inc. and Allan R. Dragone. 10.8 Veritiv Corporation Omnibus Incentive Plan. 10



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