The ODP Corporation (NASDAQ:ODP) (“ODP” or the “Company”), a
leading provider of business services, products and digital
workplace technology solutions through an integrated B2B
distribution platform, today announced that it has commenced a
modified “Dutch auction” tender offer to purchase its common shares
for cash at a price per share of not less than $31.50 nor greater
than $36.00 for a maximum aggregate purchase price of no more than
$300 million. The tender offer begins today and will expire at
12:00 midnight, New York City time, at the end of the day on August
12, 2022, unless extended or earlier terminated by ODP.
ODP also currently expects to return capital to shareholders in
the future, including through its concurrently announced $600
million share repurchase program, under which the tender offer is
included.
When the tender offer expires, ODP will determine the lowest
price per share within the range specified above (in increments of
$0.25) that will enable it to purchase the maximum number of its
common shares having an aggregate purchase price not exceeding $300
million. In addition, in the event that common shares are properly
tendered (and not properly withdrawn) having an aggregate purchase
price of more than $300 million, ODP may exercise its right to
purchase up to an additional 2% of its outstanding shares without
extending the expiration date. All shares accepted in the tender
offer will be purchased at the same price, which may be higher or
lower than the market price immediately prior to or during the
tender offer. If the tender offer is fully subscribed, then common
shares representing between 17.1% to 19.6% of ODP’s issued and
outstanding shares will be purchased, depending on the purchase
price payable in the tender offer. ODP intends to fund the purchase
of shares and to pay the fees and expenses in connection with the
offer with cash on hand and existing financial resources, including
borrowings under its revolving credit facility. The tender offer is
not conditional upon the receipt of any financing or any minimum
number of common shares being tendered. The tender offer is,
however, subject to other conditions.
HG Vora Capital Management LLC, which beneficially owns 10.3% of
our outstanding common shares as of July 13, 2022, has advised the
Company that, although no final decision has been made, it does not
currently intend to tender Shares in the Offer. ODP’s directors and
executive officers have informed ODP that they will not tender any
of their shares pursuant to the tender offer.
ODP’s board of directors has authorized the tender offer, but
none of the board of directors, ODP, the dealer manager, the
information agent or the depositary or any of their affiliates have
made, and they are not making, any recommendation to shareholders
as to whether shareholders should tender or refrain from tendering
their shares or as to the price or prices at which shareholders may
choose to tender their shares. ODP has also not authorized any
person to make any such recommendation. Shareholders must make
their own decision as to whether to tender their shares and, if so,
how many shares to tender and the price or prices at which they
will tender their shares. In so doing, shareholders should read
carefully the information in, or incorporated by reference in, the
offer to purchase and in the letter of transmittal, including the
purpose and effects of the tender offer. Shareholders are urged to
discuss their decision with their own tax, financial and legal
advisors.
J.P. Morgan Securities LLC is acting as the dealer manager for
the tender offer. MacKenzie Partners, Inc. is serving as the
information agent and Computershare, Inc. and its wholly owned
subsidiary Computershare Trust Company, N.A. is acting as the
depositary.
The offer to purchase, the related letter of transmittal and the
other tender offer materials will be sent to ODP’s shareholders
shortly after commencement of the tender offer. Shareholders should
read these materials carefully when they become available because
they will contain important information, including the terms and
conditions of the tender offer. Shareholders of ODP may obtain a
free copy of the tender offer statement on Schedule TO, the offer
to purchase and other documents that ODP is filing with the SEC
from the SEC’s website at www.sec.gov. Requests for documents may
be directed to MacKenzie Partners, Inc. at (800) 322-2885 (toll
free) or tenderoffer@mackenziepartners.com. Questions regarding the
tender offer may be directed to J.P. Morgan Securities LLC at (877)
371-5947 (toll-free).
This press release is for informational purposes only and does
not constitute an offer to sell, or a solicitation of an offer to
buy, any security. No offer, solicitation or sale will be made in
any jurisdiction in which such an offer, solicitation or sale would
be unlawful. The tender offer is only being made pursuant to the
terms of the offer to purchase.
About The ODP Corporation
The ODP Corporation (NASDAQ:ODP) is a leading provider of
business services and supplies, products and digital workplace
technology solutions to small, medium and enterprise businesses,
through an integrated business-to-business (B2B) distribution
platform, which includes world-class supply chain and distribution
operations, dedicated sales professionals and technicians, online
presence, and approximately 1,000 stores. Through its banner brands
Office Depot®, OfficeMax®, ODP Business Solutions™, Varis™ and
Grand&Toy®, as well as others, the Company offers its customers
the tools and resources they need to focus on their passion of
starting, growing and running their business. For more information,
visit news.theodpcorp.com and investor.theodpcorp.com.
ODP, ODP Business Solutions and Office Depot are trademarks of
The Office Club, Inc. OfficeMax is a trademark of OMX, Inc. Varis
is a trademark of Varis, LLC. Grand&Toy is a trademark of Grand
& Toy, LLC in Canada. ©2022 Office Depot, LLC. All rights
reserved. Any other product or company names mentioned herein are
the trademarks of their respective owners.
FORWARD LOOKING STATEMENTS
This communication may contain forward-looking statements,
including regarding the conduct and consummation of the tender
offer. These statements or disclosures may discuss goals,
intentions and expectations as to future trends, plans, events,
results of operations, cash flow or financial condition, the
potential impacts on our business due to the unknown severity and
duration of the COVID-19 pandemic, or state other information
relating to, among other things, the Company, 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,”
“expectations”, “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 the Company’s control.
There can be no assurances that the Company will realize these
expectations or that these beliefs will prove correct, and
therefore investors and stakeholders 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 those
described in the Company’s Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, and Current Reports on Form 8-K, and the
tender offer statement on Schedule TO relating to the tender offer,
filed with the U.S. Securities and Exchange Commission. The Company
does not assume any obligation to update or revise any
forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20220718005280/en/
Tim Perrott Investor Relations 561-438-4629
Tim.Perrott@officedepot.com Danny Jovic Media Relations
561-438-1594 Danny.Jovic@officedepot.com
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