Staples, Inc. Announces Closing of $1 Billion Senior Notes of Arch Merger Sub Inc.
29 August 2017 - 6:30AM
Business Wire
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 investor@staples.com. 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170828005985/en/
Staples, Inc.Media Contact:Mark Cautela,
508-253-3832mark.cautela@staples.comorInvestor Contact:Scott
Tilghman, 508-253-1487scott.tilghman@staples.com
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