This Tender Offer Statement on Schedule TO relates to the offer by The ODP Corporation, a Delaware corporation (“ODP” or the “Company”), to purchase for cash shares of its common stock, par value $0.01 per share (the “Shares”), for an aggregate purchase price of no more than $300,000,000, at a purchase price not less than $31.50 nor greater than $36.00 per Share, less any applicable withholding taxes and without interest, on the terms and subject to the conditions described in the Offer to Purchase, dated July 18, 2022 (the “Offer to Purchase”), a copy of which is filed herewith as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as they may be amended or supplemented from time to time, the “Offer”), a copy of which is attached hereto as Exhibit (a)(1)(B). This Tender Offer Statement on Schedule TO is being filed in accordance with Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The information contained in the Offer to Purchase and the Letter of Transmittal is hereby incorporated by reference in response to all the items of this Schedule TO, and as more particularly set forth below.
| Item 1. | Summary Term Sheet. |
The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.
| Item 2. | Subject Company Information. |
(a) The name of the issuer is The ODP Corporation. The current address of the issuer’s principal executive offices is 6600 North Military Trail, Boca Raton, FL 33496. The issuer’s telephone number at that location is (561) 438-4800.
(b) The subject securities are the Company’s common stock, par value $0.01 per share, referred to in this Schedule TO as “Shares,” and which are listed and traded on the Nasdaq Global Select Market (“NASDAQ”) under the symbol “ODP.” As of July 13, 2022, there were 48,608,678 Shares issued and outstanding. The information set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “Introduction” is incorporated herein by reference.
(c) Information about the trading market and price of the shares of the Company’s common stock set forth in the Offer to Purchase under the heading “Section 8 - Prices of Shares; Dividends” is incorporated herein by reference.
| Item 3. | Identity and Background of Filing Person. |
(a) The Company is the filing person. The business address and telephone number set forth under Item 2(a) above is incorporated herein by reference. The information set forth in the Offer to Purchase under the heading “Section 12 - Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.
| Item 4. | Terms of the Transaction. |
(a) The material terms of the transaction set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Section 1 - Number of Shares; Purchase Price; Proration,” “Section 2 - Purpose of the Offer; Certain Effects of the Offer,” “Section 3 - Procedures for Tendering Shares,” “Section 4 - Withdrawal Rights,” “Section 5 - Purchase of Shares and Payment of Purchase Price,” “Section 6 - Conditional Tender of Shares,” “Section 7 - Conditions of the Offer,” “Section 9 - Source and Amount of Funds,” “Section 10 - Certain Information Concerning the Company,” “Section 11 - Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Shares,” “Section 13 - Effects of the Offer,” “Section 15 - Certain United States Federal Income Tax Consequences” and “Section 16 - Extension of the Offer; Termination; Amendment” are incorporated herein by reference.
(b) Information regarding purchases from officers, directors and affiliates of the Company set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “Section 11 - Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.
