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Staples, Inc. Announces Early Results and Pricing of Its Previously Announced Cash Tender Offer

FRAMINGHAM, Mass.--(BUSINESS WIRE)--Jan. 22, 2013-- Staples, Inc. (Nasdaq: SPLS) announced today that as of 5:00 p.m., New York City time, on January 18, 2013 (the “Early Tender Date”), it had received tenders for an aggregate principal amount of approximately $633 million of its outstanding 9.750% Senior Notes due 2014 (the “Notes”) in its previously announced cash tender offer (the “Tender Offer”). The terms and conditions of the Tender Offer are set forth in Staples’ Offer to Purchase dated January 7, 2013 (the “Offer to Purchase”), and the related Letter of Transmittal.

Holders of Notes validly tendered and not withdrawn at or prior to the Early Tender Date and accepted for purchase will be eligible to receive the “Total Consideration” specified in the table below, which includes the Early Tender Premium (as defined in the Offer to Purchase). Holders of Notes validly tendered and not withdrawn after the Early Tender Date but at or prior to 11:59 p.m., New York City time, on February 4, 2013 (such date and time, as it may be extended, the “Expiration Date”) and accepted for purchase will be eligible to receive the Tender Offer Consideration, namely the Total Consideration minus the Early Tender Premium specified in the table below. In addition to the Total Consideration or Tender Offer Consideration, as applicable, Holders of Notes accepted for purchase will receive Accrued Interest (as defined in the Offer to Purchase) on those Notes from the last interest payment date with respect to those Notes to, but not including, the applicable Settlement Date (as defined in the Offer to Purchase).

             
Reference U.S.
Title of CUSIP Treasury Bloomberg Fixed Tender Offer Early Tender Total
Security Number Security Reference Page Spread Consideration(1) Premium(1) Consideration(1)

9.750% Notes
due 2014

855030AJ1

1.00% U.S. Treasury Note
due January 15, 2014

BBT4 50 bps $1,058.51 $30.00 $1,088.51

(1) Per $1,000 principal amount of Securities validly tendered.

The principal amount of Notes that may be purchased pursuant to the Tender Offer will not exceed the maximum tender amount of $750,000,000.

The Tender Offer will expire on the Expiration Date. The Settlement Date for Notes validly tendered after the Early Tender Date and on or before the Expiration Date is expected to be February 5, 2013. The withdrawal deadline of 5:00 p.m., New York City time, on January 18, 2013 (the “Withdrawal Deadline”) has passed and has not been extended. Holders of Notes who validly tendered their Notes prior to the Withdrawal Deadline, and Holders of Notes who validly tender their Notes after the Withdrawal Deadline but on or prior to the Expiration Date, may not withdraw their tendered Notes unless we are required to extend withdrawal rights under applicable law.

Barclays Capital Inc. and BofA Merrill Lynch are acting as the dealer managers for the Tender Offer. The information agent and tender agent for the Tender Offer is D.F. King & Co., Inc. The Tender Offer is made only by the Offer to Purchase and the related Letter of Transmittal, and the information in this news release is qualified by reference to such documents. Persons with questions regarding the Tender Offer should contact Barclays Capital Inc at (800) 438-3242 (toll-free) or (212) 528-7581 (collect) or BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 387-3907 (collect). Requests for copies of the Offer to Purchase and Letter of Transmittal should be directed to D.F. King & Co., Inc. at (800) 431-9643 (toll-free) or (212) 269-5550 (collect).

This release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offer is not being made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offer is required to be made by a licensed broker or dealer, it shall be deemed to be made by the dealer managers or any other licensed broker or dealer on behalf of Staples.

ABOUT STAPLES

Staples is the world’s largest office products company and second largest internet retailer. The company provides products, services and expertise in office supplies, copy & print, technology, facilities and breakroom, and furniture. Staples invented the office superstore concept in 1986 and now has annual sales of $25 billion, ranking second in the world in eCommerce sales. With 88,000 associates worldwide, Staples operates in 26 countries throughout North and South America, Europe, Asia and Australia, making it easy for businesses of all sizes and consumers. The company is headquartered outside Boston.

FORWARD-LOOKING STATEMENTS

Certain information contained in this press release constitutes forward-looking statements, including the statements regarding the timing and settlement of the tender offer. These statements relate to future events and can generally be identified by words such as "expects" and "intends". Forward-looking statements are inherently uncertain. Actual results may differ materially from those indicated by such forward-looking statements as a result of risks and uncertainties, including but not limited to changes in national or regional economies, changes in the interest rate environment and other factors discussed or referenced in our most recent quarterly report on Form 10-Q filed with the SEC, under the heading "Risk Factors" and elsewhere, and any subsequent periodic or current reports filed by us with the SEC. In addition, any forward-looking statements speak only as of the date such statements are made. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so.

Source: Staples, Inc.

Staples, Inc.
Media Contact:
Kirk Saville/Owen Davis, 508-253-8530/8468
or
Investor Contact:
Chris Powers/Kevin Barry, 508-253-4632/1487

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