Staples, Inc. (NASDAQ: SPLS) (“Staples” or the “Company”)
announced today that it has received the requisite consents with
respect to its previously announced solicitation of consents (the
“consent solicitation”) to the adoption of certain proposed
amendments (the “Proposed Amendments”) to the terms of the
Company’s 4.375% Senior Notes due 2023 (the “Notes”). The Company
has also extended the consent time (the “Consent Time”) for the
consent solicitation and the expiration date (the “Expiration
Date”) for its previously announced tender offer (the “tender
offer”) to purchase for cash any and all of the outstanding
Notes.
As of 11:59 p.m., New York City time, on August 18, 2017,
according to information provided by D.F. King & Co., Inc., who
is acting as the information agent and tender agent in connection
with the tender offer, $253,819,000 aggregate principal amount of
the Notes, representing 50.76% of the outstanding aggregate
principal amount of the Notes, were validly tendered (and not
validly withdrawn), which represents the requisite consents to the
adoption of the Proposed Amendments. The Proposed Amendments were
effected by a supplemental indenture executed by the Company and
HSBC Bank USA, National Association, as trustee, and will become
operative at such time as the conditions precedent to the consent
solicitation have been satisfied or waived, which includes, among
other things, the purchase of the Notes on the Settlement Date (as
defined below).
The Consent Time has been extended to 5:00 p.m., New York City
time, on August 24, 2017. The withdrawal deadline for the tender
offer has expired as of 5:00 p.m., New York City time, on August
11, 2017. The Expiration Date has been extended to 11:59 p.m., New
York City time, on September 8, 2017. Except for the extension of
the Consent Time and the Expiration Date, all of the other terms
and conditions of the tender offer and the consent solicitation
remain unchanged.
Holders of Notes that validly tendered (and did not validly
withdraw) their Notes and validly delivered (and did not validly
revoke) their corresponding consents at or prior to the Consent
Time are eligible to receive $1,012.50 per $1,000 principal amount
of Notes tendered (the “Total Consideration”), which includes a
consent payment of $30.00 per $1,000 principal amount of Notes
tendered (the “Consent Payment”). Holders who tender their Notes
after the Consent Time and on or prior to the Expiration Date will
be eligible to receive $982.50 per $1,000 principal amount of Notes
tendered (the “Purchase Price”), but not the Consent Payment. In
addition to the Total Consideration or Purchase Price, as
applicable, holders who validly tender Notes will receive accrued
and unpaid interest up to, but not including, the Settlement Date,
which we expect to coincide with the closing of the Merger (as
defined below).
Parent (as defined below) has advised the Company that it
expects that any Notes which remain outstanding after consummation
of the tender offer will not be secured by any liens granted under
the senior secured credit facilities entered into in connection
with the Merger and will be effectively subordinated to such senior
secured credit facilities to the extent of the value of the
collateral securing such secured indebtedness. In addition, such
Notes will not benefit from any subsidiary guarantees issued to
such senior secured credit facilities and the new 8.50% senior
notes due 2025. Accordingly, any Notes remaining outstanding will
be structurally subordinated to the indebtedness of any subsidiary
that will guarantee such senior secured credit facilities and new
8.50% senior notes due 2025.
The Company will, promptly following the Expiration Date, accept
for purchase all Notes validly tendered (and not validly withdrawn)
on or prior to the Expiration Date (the “Acceptance Date”). Payment
of the Total Consideration or the Purchase Price, as applicable,
for Notes so accepted for purchase will be made by the Company
promptly after the Acceptance Date (the “Settlement Date”). The
Company retains the right to extend the Expiration Date and,
consequently, the Acceptance Date and the Settlement Date, for any
reason at its option (subject to applicable law), and expects to
extend the Expiration Date so that the Settlement Date coincides
with the closing of the Merger.
The tender offer and the consent solicitation are made in
connection with the Agreement and Plan of Merger, dated as of June
28, 2017, by and among Staples, Arch Parent Inc., a Delaware
corporation (“Parent”), and Arch Merger Sub Inc., a Delaware
corporation and a wholly owned subsidiary of Parent (“Merger Sub”),
pursuant to which Merger Sub will be merged with and into Staples
with Staples continuing as the surviving corporation (such
transaction, the “Merger”). The tender offer and the consent
solicitation are subject to the satisfaction of certain conditions,
including the consummation of the Merger. The Company anticipates
that the Merger will be completed in the third fiscal quarter of
2017 but there can be no assurance that the Merger will be
completed in a timely manner, or at all. Please refer to the Offer
to Purchase and Consent Solicitation Statement and the related
Letter of Transmittal for more information.
BofA Merrill Lunch and Deutsche Bank Securities are acting as
dealer managers and solicitation agents in connection with the
tender offer and the consent solicitation. Questions regarding the
tender offer may be directed to BofA Merrill Lynch at (888)
292-0070 (toll-free) or (980) 388-3646 (collect) or Deutsche Bank
Securities at (866) 627-0391 (toll-free) or (212) 250-2955
(collect). D.F. King & Co., Inc. is acting as the information
agent and tender agent in connection with the tender offer.
Documents relating to the tender offer and the consent solicitation
may be obtained by contacting D.F. King & Co., Inc. at (800)
870-0126 (toll-free) or by email at stpls@dfking.com.
None of the Company, the dealer managers and solicitation
agents, the information agent and tender agent or any of their
respective affiliates, is making any recommendation as to whether
holders should tender any Notes in response to the tender offer.
Holders of Notes must make their own decision as to whether to
tender any of their Notes and, if so, the principal amount of Notes
to tender. This announcement is for informational purposes only and
does not constitute an offer to sell or the solicitation of an
offer to buy any security and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offering,
solicitation or sale would be unlawful. The tender offer is being
made solely by means of the Offer to Purchase and Consent
Solicitation Statement and the related Letter of Transmittal. In
those jurisdictions where the securities, blue sky or other laws
require any tender offer to be made by a licensed broker or dealer,
the tender offer will be deemed to be made on behalf of the Company
by the dealer managers or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
About Staples, Inc.
Staples brings technology and people together in innovative ways
to consistently deliver products, services and expertise that
elevate and delight customers. Staples is in business with
businesses and is passionate about empowering people to become true
professionals at work. Headquartered outside of Boston, Mass.,
Staples, Inc. operates primarily in North America.
Safe Harbor for Forward-Looking Statements
Statements in this news release regarding the tender offer and
consent solicitation, the proposed Merger, the expected timetable
for completing the Merger, future financial and operating results,
future opportunities for the combined company and any other
statements about Parent’s and our management’s future expectations,
beliefs, goals, plans or prospects constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Any statements that are not statements of
historical fact (including statements containing the words
“believes,” “plans,” “anticipates,” “expects,” estimates and
similar expressions) should also be considered to be
forward-looking statements, although not all forward-looking
statements contain these identifying words. Readers should not
place undue reliance on these forward-looking statements. The
Company’s actual results may differ materially from such
forward-looking statements as a result of numerous factors, some of
which the Company may not be able to predict and may not be within
the Company’s control. Factors that could cause such differences
include, but are not limited to, (i) the risk that the proposed
Merger may not be completed in a timely manner, or at all, which
may adversely affect the Company’s business, (ii) the failure to
satisfy all of the closing conditions of the proposed Merger,
including the adoption of the Merger Agreement by the Company’s
stockholders and the receipt of certain governmental and regulatory
approvals in the U.S. and in foreign jurisdictions, (iii) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement, (iv) the
effect of the announcement or pendency of the proposed Merger on
the Company’s business, operating results, and relationships with
customers, suppliers, competitors and others, (v) risks that the
proposed Merger may disrupt the Company’s current plans and
business operations, (vi) potential difficulties retaining
employees as a result of the proposed Merger, (vii) risks related
to the diverting of management’s attention from the Company’s
ongoing business operations, and (viii) the outcome of legal
proceedings instituted against the Company related to the Merger
Agreement or the proposed Merger. There are a number of important,
additional factors that could cause actual results or events to
differ materially from those indicated by such forward-looking
statements, including the factors described in the Company’s Annual
Report on Form 10-K for the year ended January 28, 2017 and its
most recent quarterly report filed with the SEC. The Company
disclaims any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date
hereof.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170821005479/en/
Staples, Inc.Mark Cautela,
508-253-3832mark.cautela@staples.com
Staples, Inc. (NASDAQ:SPLS)
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