Benzinga | Jun 4, 2021 09:05AM EDT

USR Parent's Staples Sends Letter To ODP Corp. Board Outlining $18.27/Share Proposal To Buy Co.'s Consumer Unit, Including Office Depot, OfficeMax

USR Parent, Inc.

500 Staples Drive

Framingham, MA 01702

June 4, 2021

Board of Directors

The ODP Corporation

6600 North Military Trail

Boca Raton, FL 33496

Ladies and Gentlemen:

USR Parent, Inc. ("Staples") proposes to acquire the consumer business of The ODP Corporation (together with its subsidiaries, the "Company"), including the Office Depot and OfficeMax retail stores business, the Company's direct channel business (officedepot.com), and the Office Depot and OfficeMax intellectual property, including all brand names (the "Consumer Business", which we believe is substantially similar to the "remaining business" in the Company's previously announced spinoff plan) for a cash purchase price of $1.0 billion, or approximately $18.27 for each outstanding share of the Company's common stock.

Our proposal is a compelling value proposition for the Company's shareholders, as the cash consideration of approximately $18.27 per common share represents approximately 43% of the 30 day average closing share price for the Company of $43.21 as of June 2, 2021.

Staples' proposal also provides the Company with substantial certainty that the parties will be able to consummate the proposed transaction. Staples intends to provide the Company with customary equity and debt financing commitment letters sufficient to provide all required funding for the transaction, and Staples' obligation to complete the transaction will not be conditioned on the receipt of financing.

Moreover, as you know, in November 2020, Staples filed for the necessary governmental antitrust approvals to acquire the Company, and has made substantial progress responding to the governmental data and document requests issued in connection therewith. With the Company's full cooperation, we are confident that the parties will be able to expeditiously obtain the necessary antitrust approvals for the proposed acquisition of the Consumer Business.

Our Term Sheet for the proposed transaction (attached hereto) sets forth additional detail with respect to the material terms and conditions of our proposal.

We believe our proposal represents a compelling opportunity for the Company and its shareholders. We look forward to working with the Company to negotiate and sign the necessary definitive agreements for the proposed transaction, and to proceed to closing the transaction as soon as practicable.

We remind you of our intention to commence a tender offer for all of the outstanding common shares of the Company unless our negotiations for a consensual alternative transaction as proposed herein are successful, and we reserve all rights in connection therewith.

We look forward to discussing our proposal with you. If you have any questions about our proposal, please contact our financial advisor, Marco Valla, of Barclays.

Sincerely,

USR Parent, Inc.

By: _/s/ Stefan Kaluzny_________________________

Stefan Kaluzny

On behalf of USR Parent Inc.'s Board of Directors