DEFA14A: ODP Corp. Goes Private in Atlas Holdings Acquisition

The ODP Corporation announced its agreement to be acquired by an affiliate of Atlas Holdings, transitioning to a privately held entity.

Summary

• The ODP Corporation has agreed to be acquired by an affiliate of Atlas Holdings, a global family of manufacturing and distribution businesses.
• Upon completion, The ODP Corporation will become a privately held company.
• Management believes this transition will accelerate B2B growth initiatives and strengthen the company's position as a trusted partner to customers.
• The acquisition is expected to better position ODP to capitalize on current momentum and invest in long-term business success.
• No significant changes to current partnerships are anticipated, and business is expected to continue as usual through the closing of the transaction.
• The transaction is expected to be completed by the end of 2025, subject to customary closing conditions.

Sentiment

Score: 8

Explanation: The announcement of the acquisition by Atlas Holdings is presented by management as a highly positive strategic step, expected to accelerate B2B growth, strengthen market position, and enable long-term investment.

Positives

• Transition to private ownership is expected to accelerate B2B growth initiatives.
• Anticipated strengthening of ODP's position as a trusted partner to customers.
• Belief that the company will be better positioned to capitalize on strong momentum.
• Opportunity to invest in the long-term success of the business under Atlas ownership.
• Expectation of improved collaboration and operational efficiency.
• No significant changes to current partnerships are anticipated through the closing of the transaction.

Risks

• The completion of the proposed transaction on the anticipated terms and timing is not guaranteed.
• Satisfaction of other conditions to the completion of the proposed transaction, including obtaining required shareholder and regulatory approvals, may not occur.
• The Company's stock price may fluctuate during the pendency of the proposed transaction and may decline if the transaction is not completed.
• Potential litigation relating to the proposed transaction could be instituted against the Company or its directors, managers, or officers.
• Disruptions from the proposed transaction could harm the Company's business, current plans, and operations.
• The ability of the Company to retain and hire key personnel may be impacted.
• Diversion of management's time and attention from ordinary course business operations to transaction completion and integration matters.
• Potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction.
• Legislative, regulatory, and economic developments could affect the transaction or the Company's business.
• Potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect financial performance.
• Certain restrictions during the pendency of the proposed transaction may impact the Company's ability to pursue certain business opportunities or strategic transactions.
• Unpredictability and severity of catastrophic events, including acts of terrorism, outbreaks of war or hostilities, or global pandemics.
• The proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events.
• Unexpected costs, liabilities, or delays associated with the transaction.
• The response of competitors to the transaction.
• The occurrence of any event, change, or other circumstance that could give rise to the termination of the proposed transaction, including circumstances requiring the Company to pay a termination fee.
• Other risks are set forth in the Company's Annual Report on Form 10-K for the year ended December 28, 2024, and subsequent SEC filings.

Future Outlook

Management expects the transition to a private company under Atlas ownership to accelerate B2B growth initiatives, strengthen ODP's market position, and enable greater investment in long-term success. The transaction is anticipated to close by the end of 2025, with no significant changes to current partnerships expected during the interim period.

Management Comments

• "This is an exciting next chapter for us that we believe is the right path forward for our company."
• "Becoming a private company will help us accelerate our B2B growth initiatives and strengthen our position as a trusted partner to our customers."
• "We believe that, under Atlas ownership, we will be better positioned to capitalize on the strong momentum we've achieved and to invest in the long-term success of the business."
• "Simply put, we expect we'll be able to work even better together."
• "Importantly, we do not anticipate significant changes to our current partnerships, and it is business as usual through the closing of the transaction."

Stakeholder Impact

• Shareholders: Will be subject to the terms of the acquisition and will need to approve the transaction. Their stock price may fluctuate or decline if the transaction is not completed.
• Partners: No significant changes to current partnerships are anticipated through the closing of the transaction, with business expected to continue as usual.
• Customers: Expected to benefit from accelerated B2B growth initiatives and a strengthened position as a trusted partner.
• Employees/Key Personnel: The company faces a risk regarding its ability to retain and hire key personnel during the transaction period.
• Management: Time and attention will be diverted from ordinary business operations to focus on the completion and integration of the transaction.

Next Steps

• The ODP Corporation plans to file one or more proxy statements or other documents with the SEC in connection with the proposed acquisition.
• Definitive proxy statement(s) will be mailed to stockholders of The ODP Corporation.
• Investors and security holders can obtain free copies of documents filed with the SEC via the SEC website or The ODP Corporation's investor relations.
• The transaction is expected to be completed by the end of 2025, subject to customary closing conditions, including shareholder and regulatory approvals.
• The company will continue to share updates with partners as appropriate.

Key Dates

Recommendation

For existing shareholders, holding shares is advisable to realize the acquisition value upon completion, assuming the deal closes as expected by the end of 2025. The company is transitioning to private ownership, which changes the investment thesis from a publicly traded entity.

Keywords

ODP Corporation, Atlas Holdings, acquisition, privatization, B2B growth, SEC filing, corporate governance, business services, distribution