OFFICE DEPOT, INC. (NASDAQ:ODP) Files An 8-K Completion of Acquisition or Disposition of Assets

Item2.01

On December31, 2016, Office Depot, Inc. (the Company or Office
Depot) closed the transaction contemplated by the Sale and
Purchase Agreement by and among the Company, Office Depot Foreign
Holdings LP, LLC (Office Depot Foreign Holdings LP), Office Depot
Foreign Holdings GP, LLC (Office Depot Foreign Holdings GP and
together with Office Depot Foreign Holdings LP, Office Depot
Foreign Holdings), Aurelius Rho Invest NL DS B.V. (the LP
Purchaser), and Aurelius Rho Invest NL Two B.V. (the GP
Purchaser), each subsidiaries of The AURELIUS Group (LP Purchaser
and GP Purchaser collectively shall be referred to as, the
Purchasers), dated November22, 2016, as amended (the SPA) to
complete the sale of the Companys European business operations
(the OD European Business). to the SPA, the Purchasers acquired
the OD European Business with its assets and liabilities.

The SPA contains customary warranties of Office Depot Foreign
Holdings and the Purchasers. In the event of a breach, Office
Depot Foreign Holdings may be subject to a claim for damages,
which, in some cases, would be subject to certain limitations.

Office Depot Foreign Holdings aggregate liability for all
warranty and indemnity claims under the SPA is limited in
aggregate to 10million related to the OD European Business.

The Company will retain responsibility for the UK defined benefit
pension plan, which was facilitated through a transfer of the
plan from the OD European Business to a subsidiary of the Company
prior to the completion of the transaction under the SPA.

Following the closing, the OD European Business is no longer part
of the Company or the Office Depot Foreign Holdings. The removal
of OD European Business from the Companys financial statements is
reflected in the pro forma financial information attached hereto
as Exhibit 99.1.

The foregoing summary is a general description only, does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Form of SPA, which is filed as
Exhibit 2.1 to this Current Report on Form 8-K, which was amended
by the Form of Amendment Agreement Relating to the Sale and
Purchase of the Partnership Interests in Office Depot
(Netherlands) C.V., dated December31, 2016, which made certain
immaterial amendments to the SPA, attached hereto as Exhibit 2.2.

About OFFICE DEPOT, INC. (NASDAQ:ODP)

Office Depot, Inc. (Office Depot) is a provider of office products and services. The Company sells products and services to consumers through three segments: North American Retail Division, North American Business Solutions Division and International Division. It operates under the Office Depot and OfficeMax brands. It also offers products under various labels, including Foray, Ativa, TUL, WorkPro, Brenton Studio, Highmark, Grand & Toy and Viking Office Products. It offers its products under supplies, technology, furniture and other categories. The supplies category includes products, such as paper, binders and school supplies. The technology category includes products, such as desktop and laptop computers, monitors, cables, software, telephones and wireless communications products, as well as services for technology products. The furniture and other category include products, such as desks, chairs, luggage, sales in its copy and print centers, and other miscellaneous items.

OFFICE DEPOT, INC. (NASDAQ:ODP) Recent Trading Information

OFFICE DEPOT, INC. (NASDAQ:ODP) closed its last trading session down -0.13 at 4.52 with 6,921,645 shares trading hands.