Office Depot Now an ODP Corp. Subsidiary After Reorganization

The ODP Corporation replaces Office Depot as the public trading company, and a 1-for-10 reserve stock split has been completed.

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BOCA RATON, FL — The ODP Corporation, a provider of business services, products and digital workplace technology solutions through an integrated B2B distribution platform, announced Wednesday that it has completed its previously-announced holding company reorganization creating a newly-formed public company named “The ODP Corporation” and implemented a 1-for-10 reverse stock split effective June 30.

The ODP Corporation replaces Office Depot, Inc. as the public company trading on Nasdaq under the ticker symbol “ODP”. All outstanding shares of Office Depot have been automatically converted into shares of common stock in The ODP Corporation, and Office Depot now operates as a wholly-owned subsidiary of The ODP Corporation. This holding company reorganization is intended to be a tax-free transaction for federal income tax purposes for the company’s shareholders. The holding company reorganization is expected to simplify the company’s legal entity and tax structure, more closely align the company’s operating assets to their respective operating channels within the legal entity structure, and increase its operational flexibility. Neither the holding company reorganization nor the reverse stock split resulted in a change in the directors, executive officers, management or business of the company.

In connection with the implementation of the holding company reorganization, the Company announced that it also completed a 1-for-10 reverse stock split for all issued and outstanding common stock effective at 4:01 p.m. EDT on June 30, 2020. As previously disclosed, the company’s shareholders previously approved a reverse stock split at a ratio in the range of not less than 1-for-5 and not more than 1-for-10 at its annual shareholder meeting held on May 11, 2020, with the exact ratio and effective time to be determined by the Office Depot Board of Directors. ODP’s common stock will begin trading at the opening of trading on July 1, 2020 under the new CUSIP number 88337F105. The reverse stock split applies to all of the company’s outstanding common stock, reducing the number of shares of common stock issued and outstanding from approximately 526 million shares to approximately 52.6 million shares (without giving effect to the treatment of fractional shares) and proportionately decreasing the number of authorized shares of common stock from 800,000,000 to 80,000,000.

The reverse stock split will affect all holders of common stock uniformly and will not alter any shareholder’s percentage ownership interest in the company, except to the extent that the reverse stock split would result in a shareholder owning a fractional share. No fractional shares of common stock will be issued in connection with the reverse stock split. Shareholders who would have otherwise been entitled to a fractional share of common stock as a result of the reverse stock split will instead be entitled to receive a cash payment in lieu of such fractional shares.

The rights, privileges and interests of the company's shareholders will remain the same with respect to the new holding company. The limited duration shareholder rights plan, previously announced on May 6, 2020, will continue to apply to the shares of the company. The shareholder rights plan expires, without any further action required to be taken by the ODP Board of Directors, on May 4, 2021.

ODP, operating through its direct and indirect subsidiaries, maintains a fully integrated B2B distribution platform of approximately 1,300 stores, online presence and thousands of dedicated sales and technology service professionals, all supported by its  supply chain facilities and delivery operations. The company operates through its banner brands of Office Depot, OfficeMax, CompuCom and Grand&Toy, as well as others.

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