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Published on 7/31/2017 in the Prospect News Investment Grade Daily and Prospect News Liability Management Daily.

Staples tenders for 4.375% notes due 2023 as part of acquisition

New York, July 31 – Staples, Inc. announced a cash tender offer for its $500 million of 4.375% senior notes due 2023.

The company is also soliciting consents to amend the terms of the notes, according to a news release.

Staples is carrying out the tender in connection with the acquisition of the company and Arch Parent Inc. As previously announced, Staples is to be acquired by Sycamore Partners in a transaction valued at $6.9 billion.

Closing of the acquisition may result in a change of control under the terms of the notes, the company said in the news release.

The consent solicitation is to amend the definition of “change of control” so that the acquisition does not trigger this provision.

To make the change, Staples needs consents from holders of a majority of the notes.

For notes tendered before the early deadline of 5 p.m. ET on Aug. 11, the payment on offer is $1,012.50 per $1,000 principal amount.

The amount includes a consent payment of $30.00 per $1,000.

After the early deadline, the amount on offer will be $982.50 per $1,000 principal amount.

The offer ends at 11:59 p.m. ET on Aug. 25.

Staples will also pay accrued interest up to but excluding the settlement date.

Tenders may be withdrawn and consents revoked until 5 p.m. ET on Aug. 11 or the company receives the requested consents and executes a supplemental indenture, whichever comes earlier.

Settlement is planned to coincide with the acquisition of the company.

Closing of the tender is subject to conditions including completion of the merger, which is expected to take place this year.

BofA Merrill Lynch (888 292-0070 or 980 388-3646) and Deutsche Bank Securities (866 627 0391 or 212 250-2955) are dealer managers and solicitation agents. D.F. King & Co., Inc. (800 870-0126 or stpls@dfking.com) can provide documents.

Staples is a Framingham, Mass., retailer of office supplies.


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