OFFICE DEPOT, INC. (NASDAQ:ODP) Files An 8-K Entry into a Material Definitive Agreement

OFFICE DEPOT, INC. (NASDAQ:ODP) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01 Entry Into A Material Definitive Agreement.

On November 22, 2016, Office Depot, Inc. (the Company or Office
Depot) entered into a definitive sale and purchase agreement (the
SPA) by and amongOffice 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), to sell the Companys European
business operations (the OD European Business). The annual
revenue for the OD European Business is approximately 2 billion.
The transaction is structured as an equity sale, for nominal
consideration, with the Purchasers acquiring the OD European
Business with its assets and liabilities (the Transaction).

The Transaction is subject to (i) receipt of antitrust clearance
(or expiration of the relevant waiting period) of the European
Commission (which the Purchasers must use its best endeavors to
satisfy as soon as possible); and (ii) certain indemnities and
undertakings by the Company and Office Depot Foreign Holdings and
the Purchasers.

The SPA contains customary warranties of Office Depot Foreign
Holdings and the Purchasers. Subject to certain exceptions, these
warranties will survive for a period from 12 months to 5 years
following the closing of the Transaction. 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

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

The Company will retain responsibility for the UK defined benefit
pension plan, which will be 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.

The Transaction is expected to close by the end of the calendar
year, subject to the Purchasers obtaining necessary regulatory
approval. Until the closing date, the Company has agreed to
operate the OD European Business in the ordinary course. The
Company may provide certain transitional services to the
Purchasers for a limited period of time following the closing.

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 and incorporated
into this Item 1.01 by reference.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit2.1 Form of Sale and Purchase Agreement Relating to the Transfer
of the Partnership Interests in Office Depot (Netherlands)
C.V., dated November 22, 2016.



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 up +0.08 at 4.90 with 5,539,564 shares trading hands.

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