FRAMINGHAM, Mass.--(BUSINESS WIRE)--Aug. 28, 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”), closed on the sale of $1 billion in aggregate principal
amount of Senior Notes due 2025 (the “Notes”). The Notes bear an
interest rate of 8.500% per annum and were issued at a price of 100% of
the aggregate principal amount.
Merger Sub intends to use the net proceeds from the sale of the Notes,
together with borrowings under certain new 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 the portion of the Merger attributable to the
acquisition of the North American Delivery business of the Company and
to pay related fees, costs and expenses. The proceeds from the offering
of the Notes were placed in a segregated escrow account and will remain
in escrow until the closing of the Merger, upon which 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 sold in the United States to persons reasonably believed
to be qualified institutional buyers in reliance on Rule 144A and
outside the United States to non-U.S. persons in reliance on Regulation
S. The Notes have not been registered under the Securities Act of 1933,
as amended (the “Securities Act”) or any state securities laws and,
unless so registered, may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and applicable
state 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 use of the net proceeds of
the offering of the Notes, the proposed Merger, and other statements
about Parent and the Company managements’ 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, (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, except as required by law.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170828005985/en/
Source: Staples, Inc.
Mark Cautela, 508-253-3832
Scott Tilghman, 508-253-1487