STAPLES,INC. (NASDAQ:SPLS) Files An 8-K Regulation FD DisclosureItem 7.01. Regulation FD Disclosure.
On July24, 2017, Staples,Inc., a Delaware corporation (the “Company”), will provide certain prospective lenders with information in connection with financing activities relating to the previously announced proposed acquisition of the Company by funds managed by Sycamore Partners Management, L.P. (collectively, the “Sponsor”) to the Agreement and Plan of Merger, dated as of June28, 2017 (the “Merger Agreement”), by and among the Company, Arch Parent Inc., a Delaware corporation (the “Parent”), and Arch Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Merger Sub”), providing for the merger of the Merger Sub with and into the Company (the “Merger”).
In connection with the arrangement of the debt financing for the Company’s North American Delivery (“NAD”) business, the Sponsor and the Company’s management will disclose certain financial and other information to prospective lenders, which information has been included below.
The information contained herein constitutes only a portion of the information being made available to prospective lenders and is intended to be considered in the context of the Company’s filings with the Securities and Exchange Commission and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company disclaims any intention or obligation to update or revise any such information as a result of developments occurring after the date of this Current Report on Form8-K, except as required by law. The information contained in this Current Report on Form8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The information below includes financial measures of the Company that are not calculated in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company’s management believes that these non-GAAP financial measures provide meaningful supplemental information that enhances management’s, investors’ and prospective lenders’ ability to evaluate the Company’s operating results and ability to repay its obligations.
These non-GAAP financial measures are not intended to be used in isolation and should not be considered a substitute for any other performance measure determined in accordance with GAAP. Investors and potential investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool, including that other companies may calculate similar non-GAAP financial measures differently than as defined in the attached materials, limiting their usefulness as a comparative tool. The Company compensates for these limitations by providing specific information regarding the GAAP amounts excluded from the non-GAAP financial measures. The Company further compensates for the limitations of its use of non-GAAP financial measures by presenting comparable GAAP measures. Investors and potential investors are encouraged to review the reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures contained herein.
Information
· The following tables set forth a summary of certain historical financial information regarding the NAD business (dollars in millions):
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|
|
LTM(Q1’17) |
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Adjusted EBITDA (1) |
$ |
|
$ |
|
$ |
|
$ |
|
Adjusted EBITDA Margin (2) |
7.3 |
% |
7.9 |
% |
8.1 |
% |
7.9 |
% |
Pro Forma Adjusted EBITDA (3) |
$ |
|
$ |
1,044 |
$ |
1,078 |
$ |
1,037 |
% Margin (4) |
9.9 |
% |
10.4 |
% |
10.7 |
% |
10.2 |
% |
Capital Expenditures (5) |
$ |
|
$ |
|
$ |
|
$ |
|
Pro Forma Adjusted EBITDA — CAPEX (6) |
$ |
|
$ |
|
$ |
|
$ |
|
% Conversion (7) |
84.7 |
% |
84.5 |
% |
90.2 |
% |
89.3 |
% |