FRAMINGHAM, Mass.--(BUSINESS WIRE)--Aug. 15, 2017--
Staples, Inc. (NASDAQ: SPLS) (“Staples” or the “Company”) today
announced that Arch Merger Sub Inc., a Delaware corporation (“Merger
Sub”), formed by funds managed by Sycamore Partners Management, L.P.
(“Sycamore”) in connection with the previously announced proposed
acquisition of the Company by such funds, pursuant to the Agreement and
Plan of Merger, dated as of June 28, 2017 (the “Merger Agreement”), by
and among the Company, Arch Parent Inc., a Delaware corporation
(“Parent”), and Merger Sub, in which Merger Sub will merge with and into
the Company with the Company continuing as the surviving corporation
(the “Merger”), has priced an offering of $1 billion in aggregate
principal amount of Senior Notes due 2025 (the “Notes”). The Notes will
bear an interest rate of 8.500% per annum and will be issued at a price
of 100% of the aggregate principal amount.
Consummation of the offering is subject to customary closing conditions,
and is expected to occur on August 28, 2017. Merger Sub intends to use
the proceeds from the offering of the Notes, together with borrowings
under certain senior secured credit facilities (the “New Senior Secured
Credit Facilities”) and the cash equity contributions of certain funds
managed by Sycamore, to finance the consummation of a portion of the
Merger attributable to the acquisition of the North American Delivery
business of Staples and to pay related fees, costs and expenses.
Upon consummation of the offering of the Notes, Merger Sub will deposit
into a segregated escrow account with Wells Fargo Bank, National
Association, as escrow agent, the gross proceeds from the offering of
the Notes plus an amount sufficient to fund a special mandatory
redemption of the Notes, including accrued interest on the Notes through
September 30, 2017. If the Merger is not consummated on or prior to
December 28, 2017 or if the Merger Agreement is otherwise terminated,
the Notes will be subject to a special mandatory redemption. The special
mandatory redemption price will be equal to 100% of the initial issue
price of the notes, plus accrued and unpaid interest to, but not
including, the date of such special mandatory redemption. Upon
consummation of the Merger, Merger Sub will be merged with and into the
Company, the Company will assume all of the obligations of Merger Sub
under the Notes and each of the Company’s existing and future
wholly-owned domestic restricted subsidiaries that guarantee the New
Senior Secured Credit Facilities will guarantee the Notes.
The Notes were only offered to persons reasonably believed to be
qualified institutional buyers in accordance with Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), and to
non-U.S. persons outside the United States pursuant to Regulation S
under the Securities Act. The Notes have not been registered under the
Securities Act or any state or other jurisdiction’s securities laws.
Accordingly, the Notes may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements under the Securities Act and any applicable state or other
jurisdiction’s securities laws.
This news release is neither an offer to sell nor a solicitation of an
offer to buy any securities and shall not constitute an offer to sell or
a solicitation of an offer to buy, or a sale of any securities in any
jurisdiction in which such offer, solicitation or sale is unlawful.
Additional Information and Where to Find It
This news release may be deemed solicitation material in respect of the
proposed acquisition of the Company by Parent. The Company filed a
definitive proxy statement with the SEC in connection with the
transaction (the “Proxy Statement”), including a form of proxy card, on
August 3, 2017. The Proxy Statement and form of proxy card have been
mailed to the Company’s stockholders. This news release does not
constitute a solicitation of any vote or approval. The Proxy Statement
contains important information about Parent, the Company, the Merger and
related matters. Investors and security holders are urged to read the
Proxy Statement carefully.
Investors and security holders can obtain free copies of the Proxy
Statement and other documents filed with the SEC by Parent and the
Company through the web site maintained by the SEC at www.sec.gov.
In addition, investors and security holders can obtain free copies of
the Proxy Statement from the Company by contacting Staples Investor
Relations department at firstname.lastname@example.org.
In addition, the proxy statement and the Company’s annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K
and amendments to those reports filed or furnished pursuant to section
13(a) or 15(d) of the Securities Exchange Act of 1934 are available free
of charge through the Company’s website at investor.staples.com
as soon as reasonably practicable after they are electronically filed
with, or furnished to, the SEC.
The Company, and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the Company’s
stockholders with respect to the transactions contemplated by the Merger
Agreement. Information regarding the Company’s directors and executive
officers, including their ownership of the Company’s securities, is
contained in the Company’s Annual Report on Form 10-K for the year ended
January 28, 2017 and its proxy statement dated April 20, 2017, and in
the Proxy Statement dated August 3, 2017, each of which is filed with
the SEC. Investors and security holders may obtain additional
information regarding the direct and indirect interests of the Company
and its directors and executive officers in the proposed transaction by
reading the Proxy Statement and other public filings referred to above.
About Staples, Inc.
Staples brings technology and people together in innovative ways to
consistently deliver products, services and expertise that elevate and
delight customers. Staples is in business with businesses and is
passionate about empowering people to become true professionals at work.
Headquartered outside of Boston, Mass., Staples, Inc. operates primarily
in North America.
Safe Harbor for Forward-Looking Statements
Statements in this news release regarding the offering of the Notes, the
proposed Merger, the expected timetable for consummation of the offering
and completing the Merger, future financial and operating results,
future opportunities for the combined company and any other statements
about Parent’s and our management’s future expectations, beliefs, goals,
plans or prospects constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Any
statements that are not statements of historical fact (including
statements containing the words “believes,” “plans,” “anticipates,”
“expects,” “estimates” and similar expressions) should also be
considered to be forward-looking statements, although not all
forward-looking statements contain these identifying words. Readers
should not place undue reliance on these forward-looking statements. The
Company’s actual results may differ materially from such forward-looking
statements as a result of numerous factors, some of which the Company
may not be able to predict and may not be within the Company’s control.
Factors that could cause such differences include, but are not limited
to, (i) the risk that the proposed Merger may not be completed in a
timely manner, or at all, which may adversely affect the Company’s
business, (ii) the failure to satisfy all of the closing conditions of
the proposed Merger, including the adoption of the Merger Agreement by
the Company’s stockholders and the receipt of certain governmental and
regulatory approvals in the U.S. and in foreign jurisdictions, (iii) the
occurrence of any event, change or other circumstance that could give
rise to the termination of the Merger Agreement, (iv) the effect of the
announcement 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 disrupt the Company’s current plans and business operations, (vi)
potential difficulties retaining employees as a result of the proposed
Merger, (vii) risks related to the diverting of management’s attention
from the Company’s ongoing business operations, and (viii) the outcome
of legal proceedings instituted against the Company related to the
Merger Agreement or the proposed Merger. There are a number of
important, additional factors that could cause actual results or events
to differ materially from those indicated by such forward-looking
statements, including the factors described in the Company’s Annual
Report on Form 10-K for the year ended January 28, 2017 and its most
recent quarterly report filed with the SEC. The Company disclaims any
intention or obligation to update any forward-looking statements as a
result of developments occurring after the date hereof.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170815005530/en/
Source: Staples, Inc.
Mark Cautela, 508-253-3832