Item 7.01.
|
Regulation FD Disclosure.
|
In connection with its previously announced acquisition of CompuCom Systems,
Inc. (CompuCom), Office Depot, Inc. (Office Depot or the Company) will provide to potential lenders of a possible $750 million term loan syndication certain historical financial statements and other financial
information furnished by CompuCom, which are attached as Exhibits 99.1 and 99.2 to this Current Report on Form
8-K.
The historical financial statements include (i) the consolidated financial statements of CompuCom, which comprise the consolidated balance sheets as of
December 31, 2016 and 2015, and the related consolidated statement of operations, comprehensive loss, stockholders equity (deficit) and noncontrolling interest and cash flows for each of the years ended December 31, 2016, 2015 and 2014, and
the notes related thereto and (ii) the unaudited interim consolidated financial statements of CompuCom, which comprise the consolidated balance sheets as of June 30, 2017 and December 31, 2016, and the related consolidated statement of operations,
comprehensive loss, and cash flows for each of the three and six months ended June 30, 2017 and 2016, respectively, and the notes related thereto.
The
CompuCom other financial information are estimates based on the internal financial statements for CompuCom that were prepared by CompuComs management, which have not been audited or reviewed by Office Depots independent
auditors. These internal financial statements have been prepared in accordance with GAAP and the historical past practices of CompuCom, which may differ from the historical practices and interpretations applied by Office Depot. The results
ultimately reflected in Office Depots audited financial statements may vary from CompuComs historical financial statements.
By furnishing
this Current Report on Form
8-K
and its exhibits, the Company makes no admission as to the materiality of any such information that is required to be disclosed solely by reason of Regulation FD.
The information contained in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed filed for any purpose,
and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing.
FORWARD LOOKING STATEMENTS
This communication may
contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements or disclosures may discuss goals, intentions and expectations as to future trends, plans, events, results of operations,
cash flow or financial condition, or state other information relating to, among other things, Office Depot, based on current beliefs and assumptions made by, and information currently available to, management. Forward-looking statements generally
will be accompanied by words such as anticipate, believe, plan, could, estimate, expect, forecast, guidance, outlook, intend,
may, possible, potential, predict, project, propose or other similar words, phrases or expressions, or other variations of such words. These forward-looking statements are
subject to various risks and uncertainties, many of which are outside of Office Depots control. There can be no assurances that Office Depot will realize these expectations or that these beliefs will prove correct, and therefore investors and
stockholders should not place undue reliance on such statements.
Factors that could cause actual results to differ materially from those in the
forward-looking statements include, among other things, the ability to consummate the transaction between CompuCom and Office Depot pursuant to the terms and in accordance with the timing described in the Office Depots public filings, the risk
that Office Depot may not be able to realize the anticipated benefits of the transaction due to unforeseen liabilities, future capital expenditures, expenses, indebtedness and unanticipated loss of key customers or the inability to achieve expected
revenues, synergies, cost savings or financial performance after the completion of the transaction with CompuCom, the risk that the refinancing of CompuComs outstanding debt is not obtained on favorable terms, uncertainty of the expected
financial performance of Office Depot following the completion of the transaction, impact of weather events on Office Depots business, impacts and risks related to the termination of the attempted Staples acquisition, disruption in key
business activities or any impact on Office Depots relationships with third parties as a result of the announcement of the termination of the Staples Merger Agreement; unanticipated changes in the markets for Office Depots business
segments; the inability to realize expected benefits from the disposition of the European and other international operations; fluctuations in currency exchange rates, unanticipated downturns in business relationships with customers or terms with the
companys suppliers; competitive pressures on Office Depots sales and pricing; increases in the cost of material, energy and other production costs, or unexpected costs that cannot be recouped in product pricing; the introduction of
competing technology products and services; unexpected technical or marketing difficulties; unexpected claims, charges, litigation, dispute resolutions or settlement expenses; new laws, tariffs and governmental regulations. The foregoing list of
factors is not exhaustive. Investors and stockholders should carefully consider the foregoing factors and the other risks and uncertainties described in Office Depots Annual Report on Form
10-K,
as
amended, and Quarterly Reports on Form
10-Q
filed with the U.S. Securities and Exchange Commission. Office Depot does not assume any obligation to update or revise any forward-looking statements.