STAPLES, INC. (NASDAQ:SPLS) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
wholly-owned subsidiaries Staples Cyprus Intermediary Holdings
Ltd. (Seller) and Staples Solutions B.V. entered into a Sale and
Purchase Agreement (the SPA) with Promontoria Holding 192 B.V.
(Purchaser), an affiliate of Cerberus Capital Management, L.P.,
to sell the retail, contract and online businesses of the Company
and its affiliates in Europe (subject to certain exceptions
described in the SPA and excluding the previously owned UK retail
business, the Divested Business). The SPA was entered into to
that certain Signing Protocol dated December 7, 2016, by and
among the Company, Seller and Purchaser, as described in the Form
8-K filed by the Company on December 7, 2016, which also
describes the SPA (the Prior Disclosure). The Prior Disclosure is
incorporated by reference herein.
indirect wholly-owned subsidiary Staples Cyprus Intermediary
Holdings Ltd. (Seller) completed the previously announced sale to
that certain Sale and Purchase Agreement dated as of February 2,
2017 with Staples Solutions B.V. (Solutions) and Promontoria
Holding 192 B.V., an affiliate of Cerberus Capital Management,
L.P. (Purchaser), as amended (the SPA), of the retail, contract
and online businesses of the Company and its affiliates in Europe
(subject to certain exceptions described in the SPA and excluding
the Companys previously owned UK retail business, the Divested
Business).
issued and outstanding common shares, and 50% of the preferred
shares, in Solutions to Purchaser (such common shares together
with the preferred shares, the Shares), with Seller retaining the
remaining 15% of the issued and outstanding common shares of
Solutions. The purchase price for the Shares was 50,000,000;
provided, that Seller delivered Solutions and its subsidiaries
with an amount of unrestricted cash equal to approximately
165,555,000 at completion, subject to customary post-closing
adjustments.
be complete and is qualified in its entirety by reference to the
full text of the SPA. The SPA (including the Memorandum of
Understanding dated as of February 23, 2017 by and among the
Company, Seller, Solutions and Purchaser, which made certain
immaterial amendments to the SPA), is filed as Exhibits 2.1 and
2.2 to this Current Report on Form 8-K, and is incorporated
herein by reference.
L.P. issued a joint press release announcing the completion of
the sale of the Divested Business. A copy of the press release is
attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
information attached hereto as Exhibit 99.1 is incorporated
herein by reference and furnished as part of this Current Report
on Form 8-K.
preceding such exhibits are filed (in the case of Exhibits 2.1
and 2.2) or furnished (in the case of Exhibit 99.2) as part of
this Current Report on Form 8-K.
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Date:
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March 3, 2017
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Staples, Inc.
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By:
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/s/ Michael T. Williams
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Michael T. Williams
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Chief Legal Officer and Secretary
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Exhibit No.
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Description
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2.1*
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Sale and Purchase Agreement Regarding Issued Shares in
the Capital of Staples Solutions B.V. dated February 2, 2017, by and among Staples Cyprus Intermediary Holdings Ltd., Promontoria Holding 192 B.V., Staples Solutions B.V., and the Company. |
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2.2
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Memorandum of Understanding dated February 23, 2017, by
and among Staples Cyprus Intermediary Holdings Ltd., Promontoria Holding 192 B.V., Staples Solutions B.V., and the Company. |
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99.1
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Unaudited Pro Forma Condensed Consolidated Financial
Information. |
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99.2
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Press Release dated February 28, 2017.
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About STAPLES, INC. (NASDAQ:SPLS)
Staples, Inc. is a provider of products and services for business customers and consumers. The Company offers a selection of products, Websites and mobile platforms, and a range of copy, print and technology services. The Company operates through three business segments, which include North American Stores & Online, North American Commercial and International Operations. The North American Stores & Online segment includes its retail stores and Staples.com businesses in the United States and Canada. The North American Commercial segment consists of the United States and Canadian businesses that sell and deliver products and services directly to businesses, including Staples Advantage and Quill.com. The International Operations segment consists of businesses in approximately 25 countries in Europe, Australia, South America and Asia. It serves businesses of all sizes and consumers in North America, Europe, Australia, South America and Asia. STAPLES, INC. (NASDAQ:SPLS) Recent Trading Information
STAPLES, INC. (NASDAQ:SPLS) closed its last trading session down -0.26 at 8.99 with 5,336,748 shares trading hands.
