OfficeMax 2015 Annual Report Download - page 67

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Table of Contents
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
Office Depot, Inc. (“Office Depot” or the “Company”) is a global supplier of office products and services. On November 5, 2013, the
Company merged with OfficeMax Incorporated (“OfficeMax”); refer to Note 2 for additional discussion of this merger (the “Merger”). OfficeMax’s results are
included in the Consolidated Statements of Operations and Cash Flows since the Merger date, affecting comparability of amounts in the three years
presented. The merged Company currently operates under several banners, including Office Depot and OfficeMax and utilizes several proprietary company
and product brand names. The Company’s common stock is traded on the NASDAQ Global Select Market under the ticker symbol ODP.
As of December 26, 2015, the Company sold to customers throughout North America, Europe, and Asia/Pacific through three reportable segments (or
“Divisions”): North American Retail Division, North American Business Solutions Division and International Division. Due to the sale of the Company’s
interest in Grupo OfficeMax S. de R.L. de C.V. and related entities (together, “Grupo OfficeMax”) in August 2014, the joint venture’s results are reported as
Other to align with how this information was presented for management reporting.
Office Depot currently operates through wholly-owned entities and participates in other ventures and alliances. The Company’s corporate headquarters is
located in Boca Raton, FL, and the Company’s primary website is www.officedepot.com.
On February 4, 2015, Staples, Inc. (“Staples”) and the Company announced that the companies have entered into a definitive merger agreement (the “Staples
Merger Agreement”), under which Staples will acquire all of the outstanding shares of Office Depot and the Company will become a wholly owned subsidiary
of Staples (the “Staples Acquisition”). Under the terms of the Staples Merger Agreement, Office Depot shareholders will receive, for each Office Depot share
held by such shareholders, $7.25 in cash and 0.2188 of a share in Staples common stock at closing (the “Merger Consideration”). Each employee share-based
award outstanding at the date of the Staples Merger Agreement will vest upon the effective date of the Staples Acquisition. Upon the effective date of the
Staples Acquisition, employee share-based awards subsequently granted in 2015 will be converted into a contingent right to receive the cash equivalent of
the Merger Consideration subject to the same terms and conditions of the corresponding award; provided that performance and vesting periods shall be
reduced in duration. The Staples Merger Agreement includes representations, warranties and conditions, including breakup fees payable or receivable under
certain conditions if the transaction fails to close. Under the Staples Merger Agreement, the 9.75% Senior Secured Notes (“Senior Secured Notes”) will be
discharged, redeemed or defeased at the Effective Time of the Staples Acquisition.
The transaction has been approved by both companies’ Boards of Directors and Office Depot shareholders. The completion of the Staples Acquisition is
subject to customary closing conditions including, among others, regulatory approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and under the antitrust and competition laws of the European Union and Canada. The Company and Staples have received antitrust clearance for
the transaction from regulators in Australia, New Zealand and China.
On February 10, 2016, Staples announced that it has received conditional approval from European Union regulatory authorities to acquire Office Depot and
the parties plan to divest Office Depot’s European businesses in connection with the consummation of the pending acquisition of Office Depot by Staples.
On December 7, 2015, the United States Federal Trade Commission (the “FTC”) informed Office Depot and Staples that it intends to block the Staples
Acquisition. On the same date, Office Depot and Staples announced their intent to contest the FTC’s decision to challenge the transaction. Also on December
7, 2015, the Canadian
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