Item 8.01
Other Events.
On May 10, 2016, Staples, Inc. (Staples) issued a press release announcing (i) that the United States District Court for the District of Columbia has granted the Federal Trade Commissions request for a preliminary injunction against the proposed acquisition of Office Depot by Staples, (ii) that Staples and Office Depot, Inc. plan to terminate their merger agreement on May 16, 2016 and (iii) certain strategic initiatives that Staples plans to implement following termination of its agreement to acquire Office Depot. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In connection with the planned termination of its agreement to acquire Office Depot, Staples intends to prepay all outstanding amounts under the Term Loan Credit Agreement (the Term Loan Agreement), dated as of February 2, 2016, by and among Staples, Staples Escrow, LLC (Staples Escrow), a wholly owned subsidiary of Staples, Barclays Bank PLC (Barclays), as administrative agent and collateral agent, and the lenders party thereto (the Lenders). Amounts currently being held in escrow pursuant to the terms of the previously disclosed Escrow Agreement (the Escrow Agreement), dated as of February 2, 2016, between Staples Escrow, JPMorgan Chase Bank, N.A. (JPMorgan), as escrow agent, securities intermediary and depositary bank, and Barclays, as administrative agent and collateral agent, will be released to Barclays and used for the prepayment of the term loans under the Term Loan Agreement, at which time the obligations under the Escrow Agreement will terminate.
In addition, the amended and restated debt commitment letter (the Commitment Letter), dated as of February 2, 2016, with Bank of America, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays, Wells Fargo Bank, National Association, HSBC Bank USA, N.A., HSBC Securities (USA) Inc., PNC Bank, National Association, PNC Capital Markets LLC, TD Bank, N.A., U.S. Bank National Association, JPMorgan Chase Bank, N.A., and J.P. Morgan Securities LLC (collectively, the Commitment Parties) pursuant to which, among other things, the Commitment Parties have committed to provide Staples with an asset-based revolving credit facility in an aggregate principal amount of up to $3,000,000,000 will be terminated.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Certain information contained in this report constitutes forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. Any statements contained in this report that are not statements of historical fact should be considered forward-looking statements. You can identify forward-looking statements by the use of the words believes, expects, anticipates, plans, may, will, would, intends, estimates, and other similar expressions, whether in the negative or affirmative, although not all forward-looking statements include such words. Forward-looking statements are based on a series of expectations, assumptions, estimates and projections which involve substantial uncertainty and risk, including the review of our assessments by our outside auditor and changes in managements assumptions and projections. Actual results or events may differ materially from those indicated by such forward-looking statements as a result of risks, uncertainties and other important factors, including but not limited to factors discussed or referenced in our annual report on Form 10-K filed on March 4, 2016 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 represent our estimates only as of the date such statements are made (unless another date is indicated) and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change.