Staples, Inc. (NASDAQ: SPLS) (“Staples” or the “Company”) today
announced that it has commenced a tender offer to purchase for cash
any and all of its $500 million aggregate principal amount of
outstanding 4.375% Senior Notes due 2023 (the “Notes”). In
conjunction with the tender offer, the Company is soliciting
consents to the adoption of certain proposed amendments to the
terms of the Notes as described below (the “Proposed
Amendments”).
The pricing terms for the tender offer and the consent
solicitation are set forth below.
CUSIP No. ISIN
OutstandingPrincipalAmount
Title of Security
PurchasePrice(1)(2)
ConsentPayment(1)(2)
TotalConsideration(1)
855030AM4 US855030AM47 $ 500,000,000
4.375% SeniorNotes due 2023
$ 982.50 $ 30.00 $ 1,012.50 (1) Per $1,000
principal amount of Notes and excluding accrued and unpaid
interest, which will be paid in addition to the Total Consideration
or Purchase Price, as applicable, up to, but not including, the
Settlement Date (as defined below). (2) Included in Total
Consideration.
The tender offer will expire at 11:59 p.m., New York City time,
on August 25, 2017, unless extended by the Company (such time and
date, as the same may be extended, the “Expiration Date”). Holders
must validly tender (and not validly withdraw) their Notes and
validly deliver (and not validly revoke) their corresponding
consents at or prior to 5:00 p.m., New York City time, on August
11, 2017, unless extended by the Company (such time and date, as
the same may be extended, the “Consent Time”), to be eligible to
receive the Total Consideration. Holders who tender their Notes
after the Consent Time but on or prior to the Expiration Date will
be eligible to receive 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 described below.
Tendered Notes may be withdrawn and consents may be revoked
prior to the earlier of (1) 5:00 p.m., New York City time, on
August 11, 2017 or (2) such time and date as the Company receives
the requisite consents and executes the Supplemental Indenture (as
defined below) (such time and date, as the same may be extended,
the “Withdrawal Deadline”) but may not thereafter be withdrawn or
revoked. Holders may not tender their Notes without delivering the
corresponding consent and may not consent without tendering their
Notes. The Company retains the right to extend the Expiration Date
and, consequently, the Acceptance Date (as defined below) and the
Settlement Date, for any reason at its option, and expects to
extend the Expiration Date so that the Settlement Date coincides
with the closing of the Merger (as defined below), in each case
without extending the Withdrawal Deadline.
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 is conducting the tender offer and the consent
solicitation in connection with the Agreement and Plan of Merger,
dated as of June 28, 2017 (the “Merger Agreement”), 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”).
Under the terms of the Notes, the closing of the Merger may
result in a Change of Control Triggering Event (as defined in the
Notes), which may require the Company to make a Change of Control
Offer (as defined in the Notes). The Company is soliciting consents
from the holders to amend the definition of “Change of Control” in
the Notes so that the Merger may not constitute a “Change of
Control” or result in a “Change of Control Triggering Event” under
the Notes and to make certain other related changes to the Notes.
Subject to the receipt of consents from holders of not less than a
majority of the Notes, the adoption of the Proposed Amendments will
ensure that the Company is not required to make a Change of Control
Offer at a price equal to 101% of par to holders that do not
validly tender their Notes as a result of the Merger. The Proposed
Amendments will be effected by a supplemental indenture (the
“Supplemental Indenture”), to be executed at such time as the
Company has received the requisite consents 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.
The tender offer and the 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 2017 but there can be no assurance that the Merger
will be completed in a timely manner, or at all. Adoption of the
Proposed Amendments is not a condition to the consummation of the
Merger.
The Company has retained BofA Merrill Lunch and Deutsche Bank
Securities to act as Dealer Managers and Solicitation Agents (the
“Dealer Managers and Solicitation Agents”) in connection with the
tender offer and the 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).
Documents relating to the tender offer and 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 or
provide the related consents in the consent solicitation. 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,
or to provide the related consents in the consent solicitation.
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.
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 any legal
proceedings that may be 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/20170731005328/en/
Staples, Inc.Media Contacts:Bill Durling,
508-253-2882William.Durling@staples.comorInvestor
Contact:Scott Tilghman,
508-253-1487Scott.Tilghman@staples.com
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