DEFA14A: ODP Corp. to Go 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, ODP Corporation will become a privately held company.
• This transition is expected to accelerate B2B growth initiatives and strengthen ODP's position as a trusted partner to its customers.
• Under Atlas ownership, ODP believes it will be better positioned to capitalize on current momentum and invest in the long-term success of the business.
• The transaction is subject to customary closing conditions and is expected to be completed by the end of 2025.

Sentiment

Score: 8

Explanation: The filing announces a strategic acquisition that management believes will accelerate B2B growth, strengthen market position, and enable long-term investment, indicating a strong positive outlook for the company's future under private ownership.

Positives

• The acquisition is expected to accelerate B2B growth initiatives.
• It is anticipated to strengthen ODP's position as a trusted partner to its customers.
• Becoming a private company under Atlas ownership is believed to better position ODP to capitalize on current momentum.
• The transaction is expected to enable investment in the long-term success of the business.

Risks

• The proposed transaction may not be completed on anticipated terms and timing.
• Satisfaction of closing conditions, including required shareholder and regulatory approvals, is not guaranteed.
• The company's stock price may fluctuate during the pendency of the transaction and could decline if it is not completed.
• Potential litigation related 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 company may face challenges in retaining and hiring key personnel during the transaction period.
• Management's time and attention may be diverted from ordinary course business operations to transaction completion and integration matters.
• Potential adverse reactions or changes to business relationships may result from the announcement or completion of the proposed transaction.
• Legislative, regulatory, and economic developments could impact the transaction or the company.
• Business uncertainty, including changes to existing business relationships, during the pendency of the transaction could affect financial performance.
• Certain restrictions during the pendency of the transaction may impact the company's ability to pursue business opportunities or strategic transactions.
• Unpredictability and severity of catastrophic events (e.g., acts of terrorism, war, global pandemics) could affect the company.
• The proposed transaction may be more expensive to complete than anticipated due to unexpected factors or events.
• Unexpected costs, liabilities, or delays may be associated with the transaction.
• Competitors may respond negatively to the transaction.
• The occurrence of any event, change, or circumstance could lead to the termination of the proposed transaction, potentially requiring the company to pay a termination fee.
• Other risks are detailed in the Annual Report on Form 10-K for the year ended December 28, 2024, and subsequent SEC filings.

Future Outlook

The ODP Corporation anticipates that becoming a privately held company under Atlas Holdings ownership will accelerate its B2B growth initiatives, strengthen its market position, and enable significant investment in the long-term success of the business. The transaction is expected to be completed by the end of 2025, subject to customary closing conditions, with business operations continuing as usual until then.

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."
• "Importantly, it is business as usual through the closing of the transaction, which we expect to be completed by the end of 2025, subject to customary closing conditions."
• "Our relationship remains a top priority."

Industry Context

This acquisition reflects a trend where established public companies, particularly in mature sectors like office supplies and business solutions, may opt for privatization to pursue long-term strategic initiatives away from public market pressures and quarterly reporting cycles. This allows for potentially more aggressive investment in B2B growth and market strengthening without immediate shareholder scrutiny.

Stakeholder Impact

• **Shareholders**: Will need to approve the transaction; stock price may fluctuate during pendency and could decline if not completed; potential for litigation related to the transaction.
• **Customers**: Assured that it is "business as usual" through closing and that their relationship remains a top priority, with continued updates.
• **Employees**: Risk related to the ability to retain and hire key personnel during the transaction period.
• **Management**: Time and attention will be diverted from ordinary business operations to transaction completion and integration.

Next Steps

• Completion of the acquisition transaction by the end of 2025, subject to customary closing conditions.
• Obtaining required shareholder and regulatory approvals.
• Filing of one or more proxy statements or other documents with the SEC related to the proposed acquisition.
• Continued communication of updates to customers as the process moves forward.

Key Dates

Recommendation

The company has announced its agreement to be acquired, which typically leads to the share price converging towards the agreed-upon acquisition price. Existing shareholders are advised to hold their shares to realize the value from the acquisition, assuming the transaction successfully closes. New investors might consider an arbitrage opportunity if the current market price is below the expected acquisition price, though the specific terms are not detailed in this filing.

Keywords

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