FRAMINGHAM, Mass.–(BUSINESS WIRE)–Staples, Inc. (NASDAQ: SPLS) (“Staples” or the “Company”) appear today that it has accustomed the requisite consents with account to its ahead appear address of consents (the “consent solicitation”) to the acceptance of assertive proposed amendments (the “Proposed Amendments”) to the agreement of the Company’s 4.375% Chief Addendum due 2023 (the “Notes”). The Aggregation has additionally continued the accord time (the “Consent Time”) for the accord address and the cessation date (the “Expiration Date”) for its ahead appear breakable action (the “tender offer”) to acquirement for banknote any and all of the outstanding Notes.
As of 11:59 p.m., New York City time, on August 18, 2017, according to advice provided by D.F. King & Co., Inc., who is acting as the advice abettor and breakable abettor in affiliation with the breakable offer, $253,819,000 accumulated arch bulk of the Notes, apery 50.76% of the outstanding accumulated arch bulk of the Notes, were validly tendered (and not validly withdrawn), which represents the requisite consents to the acceptance of the Proposed Amendments. The Proposed Amendments were accomplished by a added acknowledgment accomplished by the Aggregation and HSBC Bank USA, National Association, as trustee, and will become accessible at such time as the altitude antecedent to the accord address acquire been annoyed or waived, which includes, amid added things, the acquirement of the Addendum on the Settlement Date (as authentic below).
The Accord Time has been continued to 5:00 p.m., New York City time, on August 24, 2017. The abandonment borderline for the breakable action has asleep as of 5:00 p.m., New York City time, on August 11, 2017. The Cessation Date has been continued to 11:59 p.m., New York City time, on September 8, 2017. Except for the addendum of the Accord Time and the Cessation Date, all of the added agreement and altitude of the breakable action and the accord address abide unchanged.
Holders of Addendum that validly tendered (and did not validly withdraw) their Addendum and validly delivered (and did not validly revoke) their agnate consents at or above-mentioned to the Accord Time are acceptable to acquire $1,012.50 per $1,000 arch bulk of Addendum tendered (the “Total Consideration”), which includes a accord acquittal of $30.00 per $1,000 arch bulk of Addendum tendered (the “Consent Payment”). Holders who breakable their Addendum afterwards the Accord Time and on or above-mentioned to the Cessation Date will be acceptable to acquire $982.50 per $1,000 arch bulk of Addendum tendered (the “Purchase Price”), but not the Accord Payment. In accession to the Total Consideration or Acquirement Price, as applicable, holders who validly breakable Addendum will acquire accrued and contributed absorption up to, but not including, the Settlement Date, which we apprehend to accompany with the closing of the Merger (as authentic below).
Parent (as authentic below) has brash the Aggregation that it expects that any Addendum which abide outstanding afterwards cleanup of the breakable action will not be anchored by any liens accustomed beneath the chief anchored acclaim accessories entered into in affiliation with the Merger and will be finer subordinated to such chief anchored acclaim accessories to the admeasurement of the bulk of the accessory accepting such anchored indebtedness. In addition, such Addendum will not account from any accessory guarantees issued to such chief anchored acclaim accessories and the new 8.50% chief addendum due 2025. Accordingly, any Addendum absolute outstanding will be structurally subordinated to the acknowledgment of any accessory that will agreement such chief anchored acclaim accessories and new 8.50% chief addendum due 2025.
The Aggregation will, promptly afterward the Cessation Date, acquire for acquirement all Addendum validly tendered (and not validly withdrawn) on or above-mentioned to the Cessation Date (the “Acceptance Date”). Acquittal of the Total Consideration or the Acquirement Price, as applicable, for Addendum so accustomed for acquirement will be fabricated by the Aggregation promptly afterwards the Acceptance Date (the “Settlement Date”). The Aggregation retains the appropriate to extend the Cessation Date and, consequently, the Acceptance Date and the Settlement Date, for any acumen at its advantage (subject to applicative law), and expects to extend the Cessation Date so that the Settlement Date coincides with the closing of the Merger.
The breakable action and the accord address are fabricated in affiliation with the Agreement and Plan of Merger, anachronous as of June 28, 2017, by and amid Staples, Arch Parent Inc., a Delaware association (“Parent”), and Arch Merger Sub Inc., a Delaware association and a wholly endemic accessory of Parent (“Merger Sub”), pursuant to which Merger Sub will be alloyed with and into Staples with Staples continuing as the absolute association (such transaction, the “Merger”). The breakable action and the accord address are accountable to the achievement of assertive conditions, including the cleanup of the Merger. The Aggregation anticipates that the Merger will be completed in the third budgetary division of 2017 but there can be no affirmation that the Merger will be completed in a appropriate manner, or at all. Please accredit to the Action to Acquirement and Accord Address Statement and the accompanying Letter of Transmittal for added information.
BofA Merrill Lunch and Deutsche Bank Balance are acting as banker managers and address agents in affiliation with the breakable action and the accord solicitation. Questions apropos the breakable action may be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 388-3646 (collect) or Deutsche Bank Balance at (866) 627-0391 (toll-free) or (212) 250-2955 (collect). D.F. King & Co., Inc. is acting as the advice abettor and breakable abettor in affiliation with the breakable offer. Documents apropos to the breakable action and the accord address may be acquired by contacting D.F. King & Co., Inc. at (800) 870-0126 (toll-free) or by email at [email protected]
None of the Company, the banker managers and address agents, the advice abettor and breakable abettor or any of their corresponding affiliates, is authoritative any advocacy as to whether holders should breakable any Addendum in acknowledgment to the breakable offer. Holders of Addendum charge accomplish their own accommodation as to whether to breakable any of their Addendum and, if so, the arch bulk of Addendum to tender. This advertisement is for advisory purposes alone and does not aggregate an action to advertise or the address of an action to buy any aegis and shall not aggregate an offer, address or auction in any administration in which such offering, address or auction would be unlawful. The breakable action is actuality fabricated alone by agency of the Action to Acquirement and Accord Address Statement and the accompanying Letter of Transmittal. In those jurisdictions area the securities, dejected sky or added laws crave any breakable action to be fabricated by a accountant agent or dealer, the breakable action will be accounted to be fabricated on account of the Aggregation by the banker managers or one or added registered brokers or dealers accountant beneath the laws of such jurisdiction.
About Staples, Inc.
Staples brings technology and bodies calm in avant-garde means to consistently bear products, casework and ability that drag and contentment customers. Staples is in business with businesses and is amorous about allotment bodies to become accurate professionals at work. Headquartered alfresco of Boston, Mass., Staples, Inc. operates primarily in North America.
Safe Harbor for Forward-Looking Statements
Statements in this account absolution apropos the breakable action and accord solicitation, the proposed Merger, the accepted calendar for commutual the Merger, approaching banking and operating results, approaching opportunities for the accumulated aggregation and any added statements about Parent’s and our management’s approaching expectations, beliefs, goals, affairs or affairs aggregate advanced statements aural the acceptation of the Private Balance Litigation Reform Act of 1995. Any statements that are not statements of absolute actuality (including statements absolute the words “believes,” “plans,” “anticipates,” “expects,” estimates and agnate expressions) should additionally be advised to be advanced statements, although not all advanced statements accommodate these anecdotic words. Readers should not abode disproportionate assurance on these advanced statements. The Company’s absolute after-effects may alter materially from such advanced statements as a aftereffect of abundant factors, some of which the Aggregation may not be able to adumbrate and may not be aural the Company’s control. Factors that could account such differences include, but are not bound to, (i) the accident that the proposed Merger may not be completed in a appropriate manner, or at all, which may abnormally affect the Company’s business, (ii) the abortion to amuse all of the closing altitude of the proposed Merger, including the acceptance of the Merger Agreement by the Company’s stockholders and the cancellation of assertive authoritative and authoritative approvals in the U.S. and in adopted jurisdictions, (iii) the accident of any event, change or added accident that could accord acceleration to the abortion of the Merger Agreement, (iv) the aftereffect of the advertisement 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 agitate the Company’s accepted affairs and business operations, (vi) abeyant difficulties application advisers as a aftereffect of the proposed Merger, (vii) risks accompanying to the breach of management’s absorption from the Company’s advancing business operations, and (viii) the aftereffect of acknowledged affairs instituted adjoin the Aggregation accompanying to the Merger Agreement or the proposed Merger. There are a cardinal of important, added factors that could account absolute after-effects or contest to alter materially from those adumbrated by such advanced statements, including the factors declared in the Company’s Annual Address on Form 10-K for the year concluded January 28, 2017 and its best contempo annual address filed with the SEC. The Aggregation disclaims any ambition or obligation to amend any advanced statements as a aftereffect of developments occurring afterwards the date hereof.
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