Davis Polk is advising Genuine Parts Company on the approximately $680 million combination of its S.P. Richards business with Essendant Inc. The transaction is structured as a Reverse Morris Trust, in which Genuine Parts Company will separate S.P. Richards into a standalone company and spin off that standalone company to Genuine Parts Company shareholders, immediately followed by the merger of Essendant and the spun-off company. The transaction is expected to close before the end of 2018, subject to regulatory and shareholder approvals and other customary closing conditions.

Genuine Parts Company is a global distributor of automotive replacement parts in the United States, Canada, Mexico, Australasia, France, the United Kingdom, Germany and Poland. S.P. Richards is a business products distributor throughout the United States and Canada, with 2017 revenues of approximately $2.0 billion. Essendant is a national distributor, with 2017 net sales of $5.0 billion, of workplace items, including janitorial and breakroom supplies, technology products, traditional office products, industrial supplies, cut sheet paper products, automotive products and office furniture.

The Davis Polk corporate team includes partner John H. Butler and associates Robert F. Smith and Jenny Ge. Partner David H. Schnabel and associate Nicole P. Field are providing tax advice. Partner Ronan P. Harty is providing antitrust and competition advice. Partner Joseph P. Hadley is providing credit advice. Partner Richard D. Truesdell Jr. is providing capital markets advice. Partner Jeffrey P. Crandall is providing executive compensation advice. Associate Gregory A. Goldman is providing real estate advice. All members of the Davis Polk team are based in the New York office.

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