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Staples Inc. - Exchange Offer and Consent Solicitation 2024 (US) - Launch

Staples, Inc. Announces Commencement of Exchange Offer for Outstanding 10.75% Senior Notes due 2027 and Consent Solicitation - US855030AP77 - USU85440AE22

09 MAY 2024

Full announcement including full disclosures and disclaimers available via Businesswire: Staples Inc.

FRAMINGHAM, Mass.--(BUSINESS WIRE)--Staples, Inc. (the “Company”) today announced that it has commenced an offer to exchange (the “Exchange Offer”) any and all of the Company’s outstanding 10.75% Senior Notes due 2027 (the “Old Notes”) held by Eligible Holders (as defined below) for newly issued 12.75% Junior Lien Secured Notes due 2030 (the “Exchange Notes” and the issuance thereof, the “Exchange Notes Issuance”) to be issued by the Company and guaranteed by Arch Parent Inc., the parent entity of the Company, and each of the Company’s existing and future wholly-owned domestic restricted subsidiaries and, if elected, cash.

In addition, the Company is soliciting consents (“Consents” and such solicitation the “Consent Solicitation”) from Eligible Holders of the Old Notes to adopt certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Old Notes, dated as of April 16, 2019 (as amended or supplemented from time to time, the “Old Notes Indenture”), to eliminate substantially all of the restrictive covenants and certain of the default provisions, modify covenants regarding mergers and consolidations, and modify or eliminate certain other provisions, including eliminating any requirement to provide collateral or guarantees in the future with respect to the Old Notes.

Substantially concurrently with the Exchange Offer, the Company expects to (i) consummate a first lien financing (the “New First Lien Financing”) that, together with certain other available liquidity, will be used to repay and redeem the Company’s existing term loan credit facility and 7.500% Senior Secured Notes due 2026, and pay related fees, costs and expenses (the “Repayment”) and (ii) amend and extend the maturity of its existing ABL credit facility (the “ABL Amendment”). In addition, certain affiliates of the Company (the “Sponsor Noteholders”) that collectively hold approximately $95 million in aggregate principal amount of Old Notes as of the date of the Exchange Offering Memorandum (as defined below) have agreed to exchange all of their Old Notes for an equivalent aggregate principal amount of Exchange Notes on the same terms as the Exchange Notes issued in the Exchange Offer to holders that tender prior to the Early Exchange Time (as defined below) and do not elect to receive cash consideration (the “Sponsor Exchange”)."


"Each participating Eligible Holder must validly tender (and not validly withdraw) all of the Old Notes it holds. Partial tenders of Old Notes will not be accepted.

The following table sets forth the Early Exchange Consideration and Late Exchange Consideration to be offered to Eligible Holders of the Old Notes in the Exchange Offer:"

Eligible Holders may not tender their Old Notes without delivering the related Consents, and Eligible Holders of Old Notes may not deliver Consents without tendering the related Old Notes. Old Notes may not be withdrawn from the Exchange Offer and the related Consents may not be revoked from the Consent Solicitation after the Withdrawal Deadline, subject to applicable law."



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