Office Depot is Now a Subsidiary of the New
Public Company, The ODP Corporation
Reverse Stock Split Implemented at a 1-for-10
Ratio Effective at 4:01 p.m. EDT on June 30, 2020
The ODP Corporation (“ODP” or the “Company”) (NASDAQ: ODP), a
leading provider of business services, products and digital
workplace technology solutions through an integrated B2B
distribution platform, announced that it has completed its
previously announced holding company reorganization creating a
newly-formed public company named “The ODP Corporation” and
implemented a 1-for-10 reverse stock split effective June 30,
2020.
The ODP Corporation replaces Office Depot, Inc. (“Office Depot”)
as the public company trading on Nasdaq under the ticker symbol
“ODP”. All outstanding shares of Office Depot have been
automatically converted into shares of common stock in The ODP
Corporation, and Office Depot now operates as a wholly-owned
subsidiary of The ODP Corporation. This holding company
reorganization is intended to be a tax-free transaction for federal
income tax purposes for the Company’s shareholders. The holding
company reorganization is expected to simplify the Company’s legal
entity and tax structure, more closely align the Company’s
operating assets to their respective operating channels within the
legal entity structure, and increase its operational flexibility.
Neither the holding company reorganization nor the reverse stock
split resulted in a change in the directors, executive officers,
management or business of the Company.
In connection with the implementation of the holding company
reorganization, the Company announced that it also completed a
1-for-10 reverse stock split for all issued and outstanding common
stock effective at 4:01 p.m. EDT on June 30, 2020. As previously
disclosed, the Company’s shareholders previously approved a reverse
stock split at a ratio in the range of not less than 1-for-5 and
not more than 1-for-10 at its annual shareholder meeting held on
May 11, 2020, with the exact ratio and effective time to be
determined by the Office Depot Board of Directors. ODP’s common
stock will begin trading at the opening of trading on July 1, 2020
under the new CUSIP number 88337F105. The reverse stock split
applies to all of the Company’s outstanding common stock, reducing
the number of shares of common stock issued and outstanding from
approximately 526 million shares to approximately 52.6 million
shares (without giving effect to the treatment of fractional
shares) and proportionately decreasing the number of authorized
shares of common stock from 800,000,000 to 80,000,000.
The reverse stock split will affect all holders of common stock
uniformly and will not alter any shareholder’s percentage ownership
interest in the Company, except to the extent that the reverse
stock split would result in a shareholder owning a fractional
share. No fractional shares of common stock will be issued in
connection with the reverse stock split. Shareholders who would
have otherwise been entitled to a fractional share of common stock
as a result of the reverse stock split will instead be entitled to
receive a cash payment in lieu of such fractional shares.
The rights, privileges and interests of the Company's
shareholders will remain the same with respect to the new holding
company. The limited duration shareholder rights plan, previously
announced on May 6, 2020, will continue to apply to the shares of
the Company. The shareholder rights plan expires, without any
further action required to be taken by the ODP Board of Directors,
on May 4, 2021.
Holders of the Company’s common stock held in book-entry form or
through a bank, broker or other nominee do not need to take any
action in connection with the reverse stock split. Shareholders of
record will be receiving information from Computershare Trust
Company, N.A., the Company’s transfer agent, regarding their
reverse stock split-adjusted stock ownership. All other questions
regarding the mechanics of the reverse stock split can be directed
to the Company’s transfer agent, Computershare, at
800-681-8059.
About The ODP Corporation
The ODP Corporation (NASDAQ:ODP) is a leading provider of
business services, products and digital workplace technology
solutions to small, medium and enterprise businesses. ODP,
operating through its direct and indirect subsidiaries, maintains a
fully integrated B2B distribution platform of approximately 1,300
stores, online presence, and thousands of dedicated sales and
technology service professionals, all supported by its world-class
supply chain facilities and delivery operations. Through its banner
brands Office Depot®, OfficeMax®, CompuCom® and Grand&Toy®, as
well as others, the Company offers its customers the tools and
resources they need to focus on their passion of starting, growing
and running their business. For more information, visit
news.officedepot.com and follow @officedepot on Facebook, Twitter
and Instagram.
The ODP Corporation and Office Depot are trademarks of The
Office Club, Inc. OfficeMax is a trademark of OMX, Inc. CompuCom is
a trademark of CompuCom Systems, Inc. Grand&Toy is a trademark
of Grand & Toy, LLC in Canada. ©2020 Office Depot, Inc. All
rights reserved. Any other product or company names mentioned
herein are the trademarks of their respective owners.
FORWARD LOOKING STATEMENTS
This communication may contain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These statements or disclosures may discuss goals, intentions
and expectations as to future trends, plans, events, results of
operations, cash flow or financial condition, the potential impacts
on our business due to the unknown severity and duration of the
COVID-19 outbreak, or state other information relating to, among
other things, the Company, based on current beliefs and assumptions
made by, and information currently available to, management.
Forward-looking statements generally will be accompanied by words
such as “anticipate,” “believe,” “plan,” “could,” “estimate,”
“expect,” “forecast,” “guidance,” “outlook,” “intend,” “may,”
“possible,” “potential,” “predict,” “project,” “propose” or other
similar words, phrases or expressions, or other variations of such
words. These forward-looking statements are subject to various
risks and uncertainties, many of which are outside of the Company’s
control. There can be no assurances that the Company will realize
these expectations or that these beliefs will prove correct, and
therefore investors and stakeholders should not place undue
reliance on such statements.
Factors that could cause actual results to differ materially
from those in the forward-looking statements include, among other
things, highly competitive office products market and failure to
differentiate the Company from other office supply resellers or
respond to decline in general office supplies sales or to shifting
consumer demands; competitive pressures on the Company’s sales and
pricing; the risk that the Company is unable to transform the
business into a service-driven company or that such a strategy will
not result in the benefits anticipated; the risk that the Company
may not be able to realize the anticipated benefits of acquisitions
due to unforeseen liabilities, future capital expenditures,
expenses, indebtedness and the unanticipated loss of key customers
or the inability to achieve expected revenues, synergies, cost
savings or financial performance; the risk that the Company is
unable to successfully maintain a relevant omni-channel experience
for its customers; the risk that the Company is unable to execute
the Business Acceleration Program successfully or that such program
will not result in the benefits anticipated; failure to effectively
manage the Company’s real estate portfolio; loss of business with
government entities, purchasing consortiums, and sole- or limited-
source distribution arrangements; failure to attract and retain
qualified personnel, including employees in stores, service
centers, distribution centers, field and corporate offices and
executive management, and the inability to keep supply of skills
and resources in balance with customer demand; failure to execute
effective advertising efforts and maintain the Company’s reputation
and brand at a high level; disruptions in computer systems,
including delivery of technology services; breach of information
technology systems affecting reputation, business partner and
customer relationships and operations and resulting in high costs;
unanticipated downturns in business relationships with customers or
terms with the suppliers, third-party vendors and business
partners; disruption of global sourcing activities, evolving
foreign trade policy (including tariffs imposed on certain foreign
made goods); exclusive Office Depot branded products are subject to
additional product, supply chain and legal risks; product safety
and quality concerns of manufacturers’ branded products and
services and Office Depot private branded products; covenants in
the credit facility; a downgrade in the Company’s credit ratings or
a general disruption in the credit markets; incurrence of
significant impairment charges; retained responsibility for
liabilities of acquired companies; fluctuation in quarterly
operating results due to seasonality of the Company’s business;
changes in tax laws in jurisdictions where the Company operates;
increases in wage and benefit costs and changes in labor
regulations; changes in the regulatory environment, legal
compliance risks and violations of the U.S. Foreign Corrupt
Practices Act and other worldwide anti-bribery laws; volatility in
the Company’s common stock price; changes in or the elimination of
the payment of cash dividends on Company common stock;
macroeconomic conditions such as future declines in business or
consumer spending; increases in fuel and other commodity prices and
the cost of material, energy and other production costs, or
unexpected costs that cannot be recouped in product pricing;
unexpected claims, charges, litigation, dispute resolutions or
settlement expenses; catastrophic events, including the impact of
weather events on the Company’s business; the discouragement of
lawsuits by shareholders against the Company and its directors and
officers as a result of the exclusive forum selection of the Court
of Chancery, the federal district court for the District of
Delaware or other Delaware state courts by the Company as the sole
and exclusive forum for such lawsuits; and the impact of the
COVID-19 pandemic on the Company’s business, including on the
demand for its and our customers’ products and services, on trade
and transport restrictions and generally on our ability to
effectively manage the impacts of the COVID-19 pandemic on our
business operations. The foregoing list of factors is not
exhaustive. Investors and shareholders should carefully consider
the foregoing factors and the other risks and uncertainties
described in the Company’s Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, and Current Reports on Form 8-K filed with
the U.S. Securities and Exchange Commission. The Company does not
assume any obligation to update or revise any forward-looking
statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200701005216/en/
Tim Perrott Investor Relations 561-438-4629
Tim.Perrott@officedepot.com
Danny Jovic Media Relations 561-438-1594
Danny.Jovic@officedepot.com
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