8-K: ODP Corp. Goes Private in $1 Billion Atlas Holdings Deal

The ODP Corporation has completed its acquisition by Atlas Holdings for $28 per share in cash, delisting from NASDAQ and appointing a new CEO.

Summary

• The ODP Corporation has been acquired by ACR Ocean Resources LLC, a Delaware limited liability company and a wholly owned subsidiary of Atlas Holdings LLC, in an all-cash transaction valued at approximately $1 billion.
• The merger was completed on December 10, 2025, resulting in ODP becoming a wholly-owned subsidiary of ACR Ocean Resources LLC.
• Each outstanding share of ODP common stock, not held by Parent or ODP subsidiaries, was converted into the right to receive $28 in cash, without interest, and subject to applicable withholding taxes.
• ODP's common stock has ceased trading and will be delisted from the NASDAQ Global Select Market, with the company intending to terminate its SEC registration and reporting obligations.
• Outstanding equity awards were converted to cash or cancelled: options were cancelled for no consideration; time-based RSUs converted to cash awards ($28 per share plus accrued dividends); Director RSUs vested and cancelled for cash ($28 per share plus accrued dividends); EPS-vesting PSUs vested at target performance and cancelled for cash ($28 per share); and TSR-vesting PSUs vested at actual performance and cancelled for cash ($28 per share).
• A First Amendment to the Fourth Amended and Restated Credit Agreement was executed on December 10, 2025, to modify the 'Change in Control' definition, permitting the consummation of the merger.

Sentiment

Score: 7

Explanation: The sentiment is positive as the filing confirms the successful completion of a major corporate transaction, providing a clear exit for public shareholders at a defined price and establishing a new strategic direction for the company under private ownership. Management comments express optimism for future growth and agility.

Positives

• Public shareholders received a cash payment of $28 per share, providing liquidity and a defined return on their investment.
• The company transitions to a private entity, which may allow for greater strategic flexibility and agility away from public market pressures.
• New leadership under CEO Craig Gunckel brings fresh perspective and experience, with a stated focus on strengthening core businesses.
• The acquisition provides a clear path forward for ODP's retail and B2B distribution segments under the long-term ownership of Atlas Holdings.

Negatives

• ODP Common Stock has ceased trading and will be delisted from NASDAQ, removing public investment opportunities.
• Former shareholders no longer have equity participation in the company's future growth as a private entity.
• Outstanding options to purchase ODP Common Stock were automatically cancelled and forfeited for no consideration or payment.

Risks

• The filing reports the completion of a merger and does not introduce new operational or financial risks for the now private entity. Risks associated with the business operations are now borne by the private owner, Atlas Holdings.

Future Outlook

The company, now operating as a private entity, plans to refocus on its two core businesses, Office Depot OfficeMax and ODP Business Solutions. Under new CEO Craig Gunckel and with the support of Atlas Holdings, the strategy is to bring renewed focus and discipline to operations, support employees, and drive sustainable, profitable growth in both retail and distribution segments.

Management Comments

• "Today marks the start of an exciting new chapter for ODP as a private and infinitely more agile business." Craig Gunckel, CEO of ODP.
• "As my new coworkers and I begin this next phase together, we are refocusing on our two core businesses, Office Depot OfficeMax and ODP Business Solutions." Craig Gunckel, CEO of ODP.
• "With a refreshed strategy, commitment to our customers and Atlas behind us as our long-term partner, well bring renewed focus and discipline to how we operate, support our people and drive sustainable, profitable growth on both sides of the business." Craig Gunckel, CEO of ODP.
• "ODP is an iconic company, and we see tremendous opportunity ahead as a private company in both the retail and distribution segments, which today begin a new era with the autonomy to execute a strategy that will enable each to win in their respective markets." Michael Sher, Managing Partner at Atlas Holdings.

Industry Context

This acquisition reflects a broader trend of private equity firms acquiring publicly traded companies, particularly in mature sectors like office supply retail and B2B distribution. Such moves often aim to restructure, optimize operations, and pursue long-term growth strategies away from the quarterly pressures of public markets. For ODP, this transition allows it to adapt to evolving market dynamics, including the shift to e-commerce and changing office work environments, with potentially greater flexibility and capital support from Atlas Holdings.

Comparison to Industry Standards

• NA (This filing reports the completion of an acquisition and does not provide specific performance metrics or benchmarks for comparison to industry standards or comparable companies/projects.)

Management Changes

Corporate Governance

Stakeholder Impact

• **Shareholders**: Former public shareholders received $28 per share in cash, concluding their investment in ODP. They no longer hold equity in the company.
• **Employees**: The company will continue operations under new leadership, with a stated commitment to supporting its more than 16,000 coworkers.
• **Customers**: The company plans to refocus on its core businesses (Office Depot OfficeMax and ODP Business Solutions) with a refreshed strategy and commitment to customers.
• **Creditors**: The existing credit agreement was amended to accommodate the change in control, indicating continuity and adaptation of financial arrangements.

Next Steps

• ODP will file a notification of removal from listing on Form 25 with the SEC to delist ODP Common Stock from Nasdaq and deregister it under Section 12(b) of the Exchange Act.
• After the effectiveness of Form 25, ODP intends to file a Certification and Notice of Termination of Registration on Form 15 to terminate registration of shares under Section 12(g) and suspend reporting obligations under Section 13 and 15(d) of the Exchange Act.
• The new management team, led by CEO Craig Gunckel, will implement a refreshed strategy focusing on the Office Depot OfficeMax and ODP Business Solutions core businesses.

Key Dates

Keywords

ODP Corporation, Atlas Holdings, Acquisition, Merger, Delisting, Office Depot, OfficeMax, Private Equity, Corporate Governance, Craig Gunckel, NASDAQ, 8-K Filing