Item 3.
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Past Contacts, Transactions, Negotiations and Agreements.
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Item 3 of the Schedule
14D-9
is hereby amended and supplemented by inserting the following sentence at the end of the
subsection entitled Interests of Certain Persons; Agreements and Arrangements with Current Executive Officers and Directors of the CompanyPotential for Future Arrangements:
No discussions or negotiations regarding post-closing employment or directorship with, or the purchase of or participation in the equity
of, the Surviving Corporation occurred between Staples and any Company executive officers or directors prior to the approval and execution of the Merger Agreement.
Item 4.
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The Solicitation or Recommendation.
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Item 4 of the Schedule
14D-9
is hereby amended and supplemented by inserting the following sentence after the sentence
beginning with Management also reviewed
in the subsection entitled Background and Reasons for the Company Boards RecommendationBackground of the Offer:
For more information regarding these projections, see Item 4 under the heading Certain Financial Projections.
Item 4 of the Schedule
14D-9
is hereby amended and supplemented by amending and restating in its entirety the sentence
beginning with The Management Projections were provided
in the subsection entitled Certain Financial Projections as follows:
The Management Projections were approved by the Company Board in January 2018 and also were provided to the Companys financial
advisor, which was directed to use and rely on the Management Projections for purposes of its financial analyses and opinion.
Item 4 of the
Schedule
14D-9
is hereby amended and supplemented by amending and restating in its entirety the sentence beginning with Citi calculated terminal values for the Company
in the subsection
entitled Opinion of Citigroup Global Markets Inc.Financial AnalysesDiscounted Cash Flow Analysis as follows:
Citi calculated terminal values for the Company by applying to the standalone unlevered free cash flows of the Company for the calendar
year ending December 31, 2020 (assuming normalized depreciation equal to capital expenditures in the terminal year) a range of perpetuity growth rates of 0.0% to 1.5% selected based on Citis professional judgment and taking into account,
among other things, the Company forecasts and trends in the industry and markets in which the Company operates.
Item 4 of the Schedule
14D-9
is hereby amended and supplemented by amending and restating in its entirety the sentence beginning with The present values (as of June 30, 2018)
in the subsection entitled Opinion
of Citigroup Global Markets Inc.Financial AnalysesDiscounted Cash Flow Analysis as follows:
The present values
(as of June 30, 2018) of the cash flows and terminal values were then calculated using a selected range of discount rates of 9.0% to 10.4% derived from a weighted average cost of capital calculation.
Item 4 of the Schedule
14D-9
is hereby amended and supplemented by inserting the following sentences at the end of the
second paragraph of the subsection entitled Opinion of Citigroup Global Markets Inc.Miscellaneous:
Except for the
services described herein, Citi and its affiliates did not provide during the
two-year
period prior to the date of Citis opinion any investment banking, commercial banking or other similar financial
services to the Company, Staples or Sycamore Partners for which Citi or its affiliates received compensation. As of the date of this filing, Citi and its affiliates are not engaged to provide any investment banking, commercial banking or other
similar financial services to the Company, Staples or Sycamore Partners for which Citi expects to receive compensation (other than, in the case of the Company, in connection with the Offer and the Merger and annual fees (of less than $100,000) in
respect of certain strategic advisory matters).