DEFA14A: ODP Corp. to Go Private in Atlas Holdings Acquisition

The ODP Corporation announced its agreement to be acquired by Atlas Holdings, transitioning to a privately held company by the end of 2025.

Summary

• The ODP Corporation has agreed to be acquired by Atlas Holdings, a global family of manufacturing and distribution businesses.
• Upon completion, The ODP Corporation will become a privately held company.
• The transaction is expected to be completed by the end of 2025, subject to customary closing conditions.
• Atlas Holdings has a long track record of helping companies grow and has ownership in office products and adjacent industries like pulp, paper, and printing.
• The move is anticipated to provide greater flexibility for B2B growth initiatives and strengthen ODP's position as a trusted partner to its customers.
• Management emphasizes that it is 'business as usual' until the transaction closes.

Sentiment

Score: 8

Explanation: The filing conveys a highly positive sentiment regarding the acquisition, emphasizing strategic benefits, growth opportunities, and a strong partnership. Management's tone is optimistic and forward-looking, presenting the transaction as a beneficial next step for the company's future.

Positives

• Partnership with Atlas Holdings is expected to strengthen ODP's growth trajectory.
• Atlas Holdings brings significant domain expertise and a proven history of investing in companies and their people.
• Transitioning to a private company is expected to provide greater flexibility for B2B growth initiatives.
• The acquisition recognizes the strong momentum achieved by ODP through its focus on excellence and execution.
• Atlas understands ODP's strategy and sees opportunities in expanding into higher-growth industry sectors.

Risks

• Completion of the proposed transaction on anticipated terms and timing is not guaranteed.
• Satisfaction of other conditions, including required shareholder and regulatory approvals, is uncertain.
• The company's stock price may fluctuate during the pendency of the transaction and could decline if it 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 may harm the company's business, current plans, and operations.
• Ability 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 transaction.
• Legislative, regulatory, and economic developments could affect the transaction.
• Potential 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 certain business opportunities or strategic transactions.
• Unpredictability and severity of catastrophic events (e.g., terrorism, war, pandemics) and management's response.
• The proposed transaction may be more expensive to complete than anticipated due to unexpected factors or events.
• Unexpected costs, liabilities, or delays associated with the transaction.
• Response of competitors to the transaction.
• 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 outlined in the Annual Report on Form 10-K for the year ended December 28, 2024, and subsequent SEC filings.

Future Outlook

The ODP Corporation expects to strengthen its growth trajectory and expand into higher-growth industry sectors as a privately held company under Atlas Holdings. This transition is anticipated to provide greater flexibility for B2B growth initiatives and reinforce its position as a trusted partner to customers, leveraging Atlas's human and financial resources and industry understanding.

Management Comments

• "This is the start of an an exciting next chapter for our business and is the right next step for us to strengthen our growth trajectory with a partner that has a long track record of helping companies grow in a way that is smart and sustainable for the long term."
• "This transaction recognizes the strong momentum we've achieved together through our focus on excellence and execution."
• "Atlas understands our strategy and sees the opportunities we see in expanding into higher-growth industry sectors."
• "Atlas brings significant domain expertise as our new partner. They understand the steps we've taken so far to move our business forward and are committed to helping us evolve in the way that is right for our business for many years to come."
• "It is business as usual through the close of the transaction, which we expect to be completed by the end of 2025, subject to customary closing conditions."
• "As a private company, we expect that we'll have greater flexibility to fast forward our B2B growth initiatives and strengthen our position as a trusted partner to our customers."
• "I am excited about the path forward and what's next for The ODP Corporation."

Industry Context

This acquisition reflects a trend of consolidation and strategic repositioning within the office products and distribution sectors. Companies are seeking partners with deep industry expertise and financial resources to navigate evolving market dynamics, including the shift towards B2B services and higher-growth segments. Atlas Holdings' existing portfolio in related industries suggests a strategic move to integrate and leverage synergies across its holdings.

Legal Proceedings

• Potential litigation relating to the proposed transaction that could be instituted against the company or its directors, managers, or officers.

Stakeholder Impact

• **Shareholders:** Will be impacted by the acquisition, requiring their approval and potentially leading to a sale of their shares. Further details on the acquisition terms will be provided in future proxy statements.
• **Employees:** Informed of the acquisition via email and an upcoming town hall. Management emphasizes 'business as usual' and commitment to sharing updates, aiming to retain key personnel.
• **Customers:** Management stresses the importance of continuing to serve customers with high excellence and expects the private structure to strengthen ODP's position as a trusted partner.
• **Management:** Time and attention will be diverted from ordinary business operations to transaction completion and integration matters.

Next Steps

• Hold an all-associate town hall meeting at 10:30 a.m. ET on September 22, 2025, to share more details.
• Continue focusing on day-to-day responsibilities and serving customers.
• Share regular updates as the transaction process moves ahead.
• File one or more proxy statements or other documents with the SEC in connection with the proposed acquisition.
• Obtain required shareholder and regulatory approvals for the transaction.

Key Dates

Keywords

ODP Corporation, Atlas Holdings, Acquisition, Privatization, B2B growth, Office products, Distribution, Corporate strategy, SEC filing