SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
The ODP Corporation
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
88337F 105
(CUSIP Number of Class of Securities)
Sarah Hlavinka
Executive Vice President, Chief Legal Officer and Corporate Secretary
6600 North Military Trail
Boca Raton, FL 33496
(561) 438-4800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)
Copy to:
Lillian Tsu
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2000
Marisa D. Stavenas
John G. O’Connell
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
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.
| Item 5. | Past Contacts, Transactions, Negotiations and Agreements. |
(e) The information set forth in the Offer to Purchase under the headings “Section 11 - Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Shares” is incorporated herein by reference.
| Item 6. | Purposes of the Transaction and Plans or Proposals. |
(a) and (b) The information regarding the purpose of the transaction and use of securities acquired set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “Section 2 - Purpose of the Offer; Certain Effects of the Offer” is incorporated herein by reference.
(c) Information regarding certain plans, proposals or negotiations set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “Section 2 - Purpose of the Offer; Certain Effects of the Offer” is incorporated herein by reference.
| Item 7. | Source and Amount of Funds or Other Consideration. |
(a) Information regarding the source of funds set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “Section 9 - Source and Amount of Funds” is incorporated herein by reference.
(b) None.
(d) The information set forth in the Offer to Purchase under the heading “Section 9 - Source and Amount of Funds” is incorporated herein by reference.
| Item 8. | Interest in Securities of the Subject Company. |
(a) and (b) The information set forth in the Offer to Purchase under the headings “Section 11 - Interests of Directors, Executive Officers and Affiliates; Transactions and Arrangements Concerning the Shares” and “Section 12 - Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.
| Item 9. | Persons/Assets, Retained, Employed, Compensated or Used. |
(a) The information set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “Section 17 - Fees and Expenses” is incorporated herein by reference.
| Item 10. | Financial Statements. |
(a) Not applicable.
(b) Not applicable.
| Item 11. | Additional Information. |
(a)(1) The information 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.
(a)(2) The information set forth in the Offer to Purchase under the heading “Section 14 - Legal Matters; Regulatory Approvals” is incorporated herein by reference.
(a)(3) The information set forth in the Offer to Purchase under the heading “Section 14 - Legal Matters; Regulatory Approvals” is incorporated herein by reference.
(a)(4) The information set forth in the Offer to Purchase under the headings “Section 2 - Purpose of the Offer; Certain Effects of the Offer” and “Section 13 - Effects of the Offer” is incorporated herein by reference.
(a)(5) There are no material pending legal proceedings relating to the Offer. The information set forth in the Offer to Purchase under the heading “Section 14 - Legal Matters; Regulatory Approvals” is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.
The Company will amend this Schedule TO to include documents that the Company may file with the SEC after the date of the Offer to Purchase pursuant to Section 13(a), 13(c) or 14 of the Exchange Act and prior to the expiration of the Tender Offer to the extent required by Rule 13e-4(d)(2) of the Exchange Act. The information contained in all of the exhibits referred to in Item 12 below is incorporated by reference.
| Item 12. | Exhibits. |
| * | Management contract or compensatory plan or arrangement |
| Item 13. | Information Required By Schedule 13E-3. |
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.
| THE ODP CORPORATION | ||||||
| Date: July 18, 2022 | /s/ Sarah E. Hlavinka | |||||
| Name: | Sarah E. Hlavinka | |||||
| Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary | |||||