UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (dD) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August 25~~AUGUST 28, 2017

STAPLES, INC.

(Exact name of registrant as specified in charter)

Delaware

0-17586

04-2896127

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Five Hundred Staples Drive, Framingham, MA		01702
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 508-253-5000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

~~Item~~ITEM 81.01. ~~Other~~ENTRY ~~Events~~INTO A MATERIAL DEFINITIVE AGREEMENT.

AsIssuance ~~previously disclosed, (i) on June 28, 2017, Staples, Inc. (the “Company”), entered into an Agreement and Plan~~ of Merger (the “Merger Agreement”) with Arch Parent Inc. (“Parent”) and Arch Merger Sub Inc., a wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”), (ii) Parent and Merger Sub are beneficially owned by funds managed by Sycamore Partners Management, L.P. (“Sycamore”), (iii) on August 4, 2017 a purported class action lawsuit relating to the Merger, captioned Raymond Haag v. Staples, Inc. et al., Civil Action No. 1:17-cv-11447, was filed against the Company, each of its directors, Sycamore, Merger Sub and Parent in the United States District Court for the District of Massachusetts (the “Massachusetts Federal Court”), (iv) on August 8~~, 2017 a second purported class action lawsuit relating to the Merger, captioned Stephen Bushansky v~~.500% ~~Staples, Inc.~~Senior etNotes ~~al.,~~due Civil Action No. 1:17-cv-11464, was filed against the Company and each of its directors in the Massachusetts Federal Court, (v) also on August 8, 2017 a third purported class action lawsuit relating to the Merger, captioned Michael Huntley v. Staples, Inc. et al., Civil Action No. 1:17-cv-11467, was filed against the Company and each of its directors in the Massachusetts Federal Court and (vi) on August 10, 2017 a fourth purported class action lawsuit relating to the Merger, captioned Leif Haugen v. Staples, Inc. et al., Civil Action No. 1:17-cv-11480, was filed against the Company and each of its directors in the Massachusetts Federal Court. The actions referenced in clauses (iii) through (vi) above are referred to collectively as the “Federal Actions.” Each of the Federal Actions alleges violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder against the applicable defendants for allegedly disseminating a false or materially incomplete and misleading proxy statement in connection with the Merger. The plaintiffs in each Federal Action seek various forms of injunctive and declaratory relief, as well an award of costs and attorneys’ fees.2025

On August 2528, 2017 (the “Closing Date”), Arch Merger Sub Inc., a Delaware corporation (the “Escrow Issuer” or “Merger Sub”), formed by funds managed by Sycamore Partners Management, L.P. (“Sycamore”) in connection with the previously announced proposed acquisition of Staples, Inc. (the “Company”) by such funds, pursuant to the Agreement and Plan of Merger, dated as of June 28, 2017 (the ~~plaintiffs~~“Merger inAgreement”), by and among the ~~Federal~~Company, ~~Actions~~Arch ~~entered~~Parent ~~into~~Inc., a ~~memorandum~~Delaware ofcorporation ~~understanding~~(the “Parent”), and Merger Sub, in which Merger Sub will merge with and into the ~~plaintiffs~~Company with the Company continuing as the surviving corporation (the “Merger”), issued $1.0 billion aggregate principal amount of 8.500% Senior Notes due 2025 (the “Notes”). The Notes were sold in the ~~Federal~~United ~~Actions~~States ~~agreed~~to persons reasonably believed to ~~dismiss~~be ~~their~~qualified ~~individual~~institutional ~~claims~~buyers ~~with~~in ~~prejudice,~~reliance on Rule 144A and outside the United States to ~~dismiss~~non-U.S. ~~claims~~persons ~~asserted~~in reliance on ~~behalf~~Regulation S. The Notes have not been registered under the Securities Act of 1933, as amended (the ~~putative~~“Securities ~~class~~Act”) ~~without~~or ~~prejudice~~any state securities laws and, inunless ~~return~~so ~~for~~registered, may not be offered or sold in the ~~Company’s~~United ~~agreement~~States except pursuant to ~~make~~an exemption from, or in a transaction not subject to, the ~~supplemental~~registration ~~disclosures~~requirements ~~set~~of ~~forth~~the ~~herein~~Securities Act and applicable state securities laws.

The ~~Company~~net ~~believes~~proceeds ~~that~~of nothis ~~further~~issuance, ~~supplemental~~together ~~disclosure~~with isborrowings ~~required~~ under ~~applicable~~certain ~~laws~~new ~~and~~senior ~~that~~secured ~~the~~credit ~~definitive~~facilities ~~proxy statement filed with~~ (the ~~Securities~~“New ~~and~~Senior ~~Exchange~~Secured ~~Commission~~Credit ~~(the “SEC~~Facilities”) onand ~~August 3,~~the ~~2017~~cash ~~(the~~equity ~~“Proxy~~contributions ~~Statement”)~~of ~~disclosed~~certain ~~all~~funds ~~material~~managed ~~information~~by ~~required~~Sycamore, towill be ~~disclosed~~used ~~therein. However,~~ to ~~avoid~~finance the ~~risk~~consummation of the ~~Federal~~portion ~~Actions~~of ~~delaying or adversely affecting~~ the Merger ~~and~~attributable to ~~minimize~~ the ~~expense~~acquisition of ~~defending~~the ~~such~~North ~~actions,~~American itDelivery ~~has~~business ~~agreed, pursuant to the terms~~ of the ~~memorandum~~Company ofand ~~understanding,~~ to ~~make~~pay ~~certain supplemental disclosures~~ related ~~to the proposed Merger~~fees, ~~all~~costs ~~of which are set forth below~~ and ~~which should be read in conjunction with the Proxy Statement~~expenses.

~~The~~Merger ~~memorandum~~Sub ofdeposited ~~understanding~~the ~~will~~gross ~~not~~proceeds ~~affect~~from the offering of the Notes, plus an amount sufficient to fund a special mandatory redemption of the ~~merger~~Notes, ~~consideration~~including ~~that~~accrued interest on the ~~Company’s~~Notes ~~stockholders~~through ~~are~~September 30, ~~entitled~~2017, tointo ~~receive~~a insegregated escrow account with Wells Fargo Bank, National Association, as escrow agent. If the Merger is not consummated on or prior to December 28, 2017 or if the ~~timing~~Merger ofAgreement is otherwise terminated, the Notes will be subject to a special ~~meeting~~mandatory redemption. The special mandatory redemption price will be equal to 100% of the ~~Company’s~~initial ~~stockholders,~~issue ~~scheduled~~price ~~for~~of ~~September 6,~~the ~~2017~~notes, plus accrued and unpaid interest to, ~~among~~but ~~other~~not ~~things~~including, ~~consider~~the date of such special mandatory redemption. Upon consummation of the Merger, Merger Sub will be merged with and ~~vote~~into ~~upon~~the aCompany, ~~proposal~~the toCompany ~~approve~~will assume all of the obligations of Merger ~~Agreement~~Sub under the Notes and each of the Company’s existing and future wholly-owned domestic restricted subsidiaries that guarantee the New Senior Secured Credit Facilities will guarantee the Notes.

~~SUPPLEMENT~~In TOconnection ~~PROXY~~therewith, ~~STATEMENT~~the Escrow Issuer has entered into the following agreements:

In connection with the settlement of the shareholder suits as described in this Form 8-K, the Company has agreed to make the following supplemental disclosures to the Proxy Statement. This supplemental information should be read in conjunction with the Proxy Statement, which should be read in its entirety. Defined terms used but not defined herein have the meanings set forth in the Proxy Statement.Indenture

~~1. The~~On ~~section~~the Closing Date, the Escrow Issuer entered into an indenture with Wells Fargo Bank, National Association, as trustee (the “Trustee”), providing for the issuance of the ~~Proxy~~Notes ~~Statement~~and ~~titled~~the terms thereof (the “Indenture”). The ~~Merger—Reasons~~Indenture ~~for~~provides, among other things, that the ~~Merger;~~Notes ~~Recommendation~~are general unsecured obligations of the ~~Board”~~Escrow Issuer. Interest is ~~hereby~~payable ~~supplemented~~on bythe ~~amending~~Notes on each March 15 and ~~restating~~September 15, commencing March 15, 2018. At any time and from time to time prior to September 15, 2020, the ~~carryover~~Escrow ~~bullet~~Issuer ~~that~~may ~~begins~~redeem the outstanding Notes in whole or in part at ~~the~~a ~~bottom~~redemption price equal to 100% of ~~page 52~~the principal amount thereof plus accrued and ~~ends~~unpaid atinterest, if any, on such Notes to the ~~top~~redemption date, plus a make-whole premium determined in accordance with the Indenture. On or after September 15, 2020, the Escrow Issuer may redeem some or all of ~~page~~the outstanding Notes at redemption prices set forth in the Indenture. In addition, at any time prior to September 5315, ~~(such~~2020, ~~bullet~~the ~~beginning~~Escrow ~~with~~Issuer “may redeem up to 40% of the ~~fact~~aggregate ~~that~~principal ~~there~~amount ~~were~~of ~~restrictions~~the onNotes using net proceeds from certain equity offerings at a redemption price equal to 108.500% of the ~~ability~~principal amount of ~~Sycamore…”)~~such Notes, plus accrued and unpaid interest and special interest, if any, to ~~read~~the asredemption ~~follows:~~date, provided that certain conditions are met.

~~· the~~The ~~fact~~terms ~~that~~of ~~Sycamore’s May 22 non-binding proposal included~~ the ~~statement~~Indenture, ~~that:~~among ~~“Our~~other ~~strategy is to partner with management teams to build sustainable~~things, ~~long-term~~limit ~~value.~~the Weability ~~pride ourselves on forming lasting partnerships with management and we have established a strong track record~~ of ~~partnering~~the ~~with~~Escrow ~~teams~~Issuer to ~~grow~~incur ~~revenue~~additional ~~and~~debt ~~EBITDA.” While the Board~~ and ~~management,~~issue ~~based~~preferred onstock; ~~this~~pay ~~stated~~dividends ~~strategy, assumed that Sycamore may seek to retain some~~ or ~~all~~make ofother ~~the~~restricted ~~Company’s~~payments; ~~management~~make ~~team~~certain ~~post-closing,~~investments; ~~there~~grant ~~were~~liens; allow restrictions, ~~prior to signing and closing the merger,~~ on the ability of ~~Sycamore~~certain ~~and~~of ~~the~~their ~~Company’s~~subsidiaries ~~management~~ to ~~enter~~pay ~~into~~dividends ~~any discussions~~ or ~~arrangements~~make ~~regarding~~other ~~the~~payments; ~~terms~~sell ofassets; ~~the~~merge ~~Company’s~~or ~~management’s~~consolidate ~~employment~~with ~~following~~other ~~the~~entities; ~~closing, including equity incentives, without the Board’s consent,~~ and ~~the~~enter ~~Committee~~into ~~notified~~transactions ~~management~~with ~~of such restrictions in writing~~affiliates. ~~No post-closing employment or compensation arrangements for the Company’s management have been~~

~~agreed~~Subject to orcertain ~~discussed~~limitations, asin the event of ~~the~~a ~~date~~Change of ~~this~~Control ~~proxy~~(as ~~statement~~defined in the Indenture), ~~and~~the ~~Sycamore~~Escrow ~~and~~Issuer ~~Parent~~will ~~have~~be ~~stated~~required ~~that~~to ~~they~~make doan ~~not~~offer ~~plan~~to purchase all of the Notes at a price equal to ~~enter~~101% ~~into~~of orthe ~~discuss~~aggregate ~~any~~principal ~~such~~amount ~~employment~~of orthe ~~compensation~~Notes ~~arrangements~~repurchased, orplus ~~agreements~~accrued ~~prior~~and unpaid interest and special interest, if any, to the ~~special~~date ~~meeting;~~of ~~and~~repurchase thereof.

2. The ~~section~~Indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest; breach of other covenants or agreements in the ~~Proxy~~Indenture; ~~Statement~~failure ~~entitled~~to ~~“The~~pay ~~Merger—Opinion~~certain other indebtedness; failure to pay certain final judgments; failure of certain guarantees to be enforceable; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the ~~Company’s~~Trustee ~~Financial~~or ~~Advisors—Summary~~the holders of ~~Financial~~at ~~Analyses”~~least is30% ~~hereby~~in ~~supplemented~~aggregate asprincipal ~~follows:~~amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

~~A. by~~Escrow ~~amending and restating the penultimate paragraph on page 63 (such paragraph beginning with “Based on this analysis …”) to read as follows:~~Agreement

~~Based~~In onconnection ~~this~~with ~~analysis~~the issuance and ~~their~~sale ~~professional~~of ~~judgment~~the Notes, the Escrow Issuer, Wells Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), and ~~experience~~the Trustee entered into an escrow agreement dated August 28, ~~including~~2017 ~~with~~(the ~~respect~~“Escrow Agreement”). Pursuant to the ~~selected~~Escrow ~~comparable~~Agreement, ~~transactions~~the ~~involving~~Escrow Issuer deposited into a ~~target~~segregated ~~company~~escrow ~~with~~account athe ~~business~~gross ~~mix~~proceeds ~~that~~from the ~~financial~~offering ~~advisors~~of ~~deemed~~the ~~similar~~Notes, together with an amount sufficient to pay accrued and unpaid interest from the ~~Company~~issue ~~for~~date ~~purposes~~of the Notes to, but excluding, September 30, 2017. Prior to the release of ~~their~~the ~~analysis~~funds from the segregated escrow account to the Escrow Issuer (the “Escrow Release”), the ~~financial~~Notes ~~advisors~~will ~~derived~~be secured by a ~~reference~~first-priority ~~range~~security ofinterest ~~EV/LTM~~in ~~EBITDA~~the ~~multiple~~escrow ofaccount ~~5.0x~~and toall ~~7.0x~~deposits and ~~applied~~investment ~~this~~property ~~range~~therein to the ~~Company’s~~Trustee ~~projected~~for ~~estimated~~the ~~LTM~~benefit ~~EBITDA~~of ~~for~~the ~~2017~~holders asof ~~reflected~~the inNotes. The Escrow Release is subject to the ~~Forecasts~~satisfaction of certain conditions, including the closing of the Merger.

BCopies of the Indenture and the form of Notes are filed herewith as Exhibits 4. by1 ~~amending~~and 4.2, respectively, and ~~restating~~are each incorporated herein by reference. The foregoing descriptions of the ~~last~~Indenture ~~paragraph~~and onthe ~~page 64~~Notes ~~(such~~do ~~paragraph~~not ~~beginning~~purport ~~with~~to ~~“Barclays~~be ~~calculated~~complete aand ~~range…”)~~are qualified in their entirety by reference to ~~read~~the asfull ~~follows:~~text of those documents.

~~Barclays~~ITEM calculated a range of implied values per share of the Company common stock using the estimated future unlevered free cash flows reflected in the Forecasts for the fiscal years 2017 through 2021 and a terminal value for the Company as of the end of fiscal year 2021, derived by applying a range of EV / LTM multiples of 42.~~5x to 6~~03.~~5x,~~ ~~selected~~CREATION ~~based~~OF ~~on,~~A ~~among~~DIRECT ~~other~~FINANCIAL ~~factors,~~OBLIGATION ~~Barclays’~~OR ~~analysis~~AN ofOBLIGATION ~~the~~UNDER EVAN / LTM multiples for each the selected publicly traded comparable companies Barclays reviewed for purposes of its selected comparable trading analysis, described under ‘‘The Merger—Opinions of the Company’s Financial Advisors—Summary of Financial Analyses’’ beginning on page 61, and Barclays’ professional judgment and experience, to the terminal year estimate of LTM EBITDA of $1.318 billion, as reflected in the Forecasts. To calculate an implied enterprise value for the Company, the unlevered free cash flows and the terminal value range of $5.390 billion to $8.566 billion were discounted to the end of fiscal year 2016 using a range of discount rates from 8.91% and 10.21%, which range of discount rates was calculated based on Barclays’ professional judgment and experience and an analysis of the weighted average cost of capital of the Company, which was calculated using a range of the cost of equity of 9.88% to 11.40% derived by application of the Capital Asset Pricing Model and a cost of debt of 3.24%. Barclays then adjusted the total implied enterprise value ranges by the Company’s total debt, nonOFF-~~controlling~~BALANCE ~~interest~~SHEET ~~and~~ARRANGEMENT ~~cash~~OF ~~and~~A cash equivalents based on the consolidated balance sheet of the Company as of April 29, 2017 and divided the resulting implied total equity value ranges by the Company’s fully diluted shares outstanding (calculated using the treasury stock method), all as provided by the Company managementREGISTRANT. ~~This analysis indicated an implied per share reference range for the Company common stock of $9.38 — $12.40.~~

~~C. by~~The ~~amending~~information ~~and~~under ~~restating the first paragraph on page 65 (such paragraph beginning with~~ “~~Morgan~~Indenture” ~~Stanley~~in ~~calculated~~Item a1.01 ~~range…”)~~above tois ~~read~~incorporated asherein ~~follows:~~by reference.

Morgan Stanley calculated a range of implied values per share of the Company common stock using the estimated future unlevered free cash flows reflected in the Forecasts for the fiscal years 2017 through 2021 and a terminal value for the Company as of the end of fiscal year 2021, derived by applying a range of EV / LTM multiples of 4.5x to 6.5x, selected based on, among other factors, Morgan Stanley’s analysis of the EV / LTM multiples for each the selected publicly traded comparable companies Morgan Stanley reviewed for purposes of its selected comparable trading analysis, described under ‘‘The Merger—Opinions of the Company’s Financial Advisors—Summary of Financial Analyses’’ beginning on page 61, and Morgan Stanley’s professional judgment, to the terminal year estimate of LTM EBITDA of $1.318 billion, as reflected in the Forecasts. To calculate an implied enterprise value for the Company, the unlevered free cash flows and the terminal value range of $5.390 billion to $8.566 billion were discounted to end of fiscal year 2016 using a range of discount rates from 8.1% to 9.8%, which range of discount rates was calculated based on Morgan Stanley’s professional judgment and experience and an analysis of the weighted average cost of capital of the Company, which was calculated using a range of the cost of equity of 9.1% to 11.1% derived by application of the Capital Asset Pricing Model and a cost of debt of 2.3%. Morgan Stanley then adjusted the total implied enterprise value ranges by the Company’s total debt, non-controlling interest and cash and cash equivalents based on the consolidated balance sheet of the Company as of April 29, 2017 and divided the resulting implied total equity value ranges by the fully diluted shares of the Company common stock outstanding (calculated using the treasury stock method), all as provided by the Company management. This analysis indicated an implied per share reference range for the Company common stock of $9.52 — $12.79.

3ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

D. by amending and restating the third paragraph on page 65 (such paragraph beginning with “The financial advisors performed a hypothetical leveraged buyout analysis…”) to read as follows:

Exhibit

Number

Description

4.1

Indenture, dated as of August 28, 2017, between Arch Merger Sub Inc. and Wells Fargo Bank, National Association, as trustee.

4.2

Form of 8.500% Senior Notes due 2025 (included in Exhibit 4.1).

~~The~~Safe ~~financial~~Harbor ~~advisors~~for performed a hypothetical leveraged buyout analysis to determine the prices at which a financial sponsor might effect a leveraged buyout of the Company. In preparing this analysis, the financial advisors utilized the projections set forth in the Forecasts. The financial advisors assumed (1) a transaction date of January 28, 2017 based on the consolidated balance sheet of the Company as of April 29, 2017, (2) debt financing and transaction expenses based on prevailing market terms at the time of their analysis, (3) a subsequent exit transaction by the financial sponsor at the end of fiscal year 2021, (4) a multiple of 4.00x of total debt (consisting of debt financing which includes (A) a first lien loan in an aggregate principal amount equal to 1.7x of the Company’s estimated 2017 adjusted EBITDA (as set forth in the Forecasts and as adjusted with the consent of the Company to exclude the cost of stockForward-~~based~~Looking compensation, the “Adjusted 2017E EBITDA”), (B) a senior secured asset based revolving credit facility in an aggregate principal amount equal to 0.8x of Adjusted 2017E EBITDA (such aggregate principal amount reflecting the funding of $900 million of the senior secured asset based revolving credit facility being funded at the closing of the hypothetical leverage buyout of the Company), (C) new senior notes in an aggregate principal amount equal to 1.1x of Adjusted 2017E EBITDA, and (D) a rollover of the 2023 Notes in an aggregate principal amount equal to 0.4x of Adjusted 2017E EBITDA), (5) a range from 4.5x to 6.5x of EV to 2021 EBITDA exit multiples and (6) target ranges of annualized internal rates of return for the financial sponsor of 20.0% to 25.0%. The financial advisors selected the leverage multiple, transaction expenses, financing terms, exit multiples and target internal rates of return based upon the application of their professional judgment and experience and taking into consideration, among other things, current market conditions at the time of their analysis and the Company’s potential debt capacity. This analysis indicated an implied per share reference range for the Company common stock, rounded to the nearest $0.05, of $8.20 — $10.35.Statements

3Statements in this document regarding the use of the net proceeds of the offering of the Notes, the proposed Merger, and other statements about Parent and the Company managements’ future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. ~~The~~ ~~section~~Any statements that are not statements of historical fact (including statements containing the ~~Proxy~~words ~~Statement~~“believes,” ~~titled~~“plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements, although not all forward-looking statements contain these identifying words. Readers should not place undue reliance on these forward-looking statements. The Company’s actual results may differ materially from such forward-looking statements as a result of numerous factors, some of which the Company may not be able to predict and may not be within the Company’s control. Factors that could cause such differences include, but are not limited to, (i) the risk that the proposed Merger— may not be completed in a timely manner, or at all, which may adversely affect the Company’s ~~Financial~~business, ~~Forecasts;~~(ii) the ~~Other~~failure to satisfy all of the closing conditions of the proposed Merger, including the adoption of the Merger Agreement by the Company’s ~~Information—Non~~stockholders, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the effect of the announcement or pendency of the proposed Merger on the Company’s business, operating results, and relationships with customers, suppliers, competitors and others, (v) risks that the proposed Merger may disrupt the Company’s current plans and business operations, (vi) potential difficulties retaining employees as a result of the proposed Merger, (vii) risks related to the diverting of management’s attention from the Company’s ongoing business operations, and (viii) the outcome of legal proceedings instituted against the Company related to the Merger Agreement or the proposed Merger. There are a number of important, additional factors that could cause actual results or events to differ materially from those indicated by such forward-~~GAAP~~looking ~~Reconciliation”~~statements, isincluding ~~hereby~~the ~~supplemented~~factors described in the Company’s Annual Report on Form 10-K for the year ended January 28, 2017 and its most recent quarterly report filed with the SEC. The Company disclaims any intention or obligation to update any forward-looking statements as ~~follows:~~a result of developments occurring after the date of this filing, except as required by law.

~~Non-GAAP Reconciliation~~4

On pages 71-72 of the Proxy Statement, the Company provides reconciliations of certain financial forecasts to forecasted EBIT. The Company has not presented in the Proxy Statement a reconciliation of these non-GAAP financial measures to GAAP net income because the Company’s financial forecasts did not include GAAP net income and because the Company has not forecast certain non-recurring expenses, such as impairment charges, losses on the sale of property and equipment, and selling, general and administrative expenses related to strategic initiatives, or other items that would be required for a calculation of GAAP net income. Accordingly, the Company believes that the preparation at this time of a forecast of GAAP net income would not be practicable and that a reconciliation to GAAP net income is not, in any event, necessary for stockholders to understand the financial forecasts presented in the Proxy Statement.SIGNATURES

~~4. The~~Pursuant ~~section~~to of the ~~Proxy~~requirements ~~Statement~~of ~~titled~~the ~~“The~~Securities ~~Merger—Company~~Exchange ~~Financial~~Act ~~Forecasts;~~of ~~Other~~1934, ~~Company~~as ~~Information—Other~~amended, ~~Company~~the ~~Information”~~registrant ishas ~~hereby~~duly ~~supplemented~~caused bythis ~~inserting~~report ~~the~~to ~~following~~be ~~paragraph~~signed ~~immediately~~on ~~prior~~its tobehalf ~~the~~by ~~heading “Financing of~~ the ~~Merger”~~undersigned onhereunto ~~page 74:~~duly authorized.

The Company’s management also provided to Barclays and Morgan Stanley certain historical financial information for use in connection with their financial analyses, including the following information based on the consolidated balance sheet of the Company as of April 29, 2017: (i) total debt (which consists of the principal amount of the 2018 Notes and 2023 Notes, and $51 million of capital leases) of $1,051 million, (ii) non-controlling interests of $8 million and (iii) cash and cash equivalents of $1,290 million. The historical financing information provided by the Company’s management also included 668.6 million outstanding shares of Company common stock outstanding as of June 26, 2017, calculated by the Company’s management using the treasury stock method.

	STAPLES, INC.


	By:	/s/ Christine T. Komola
		Christine T. Komola
		Executive Vice President and Chief Financial Officer
Date: August 28, 2017

5. The section of the Proxy Statement titled “The Merger—Interests of Certain Persons in the Merger” is hereby supplemented by amending and restating the last sentence in the penultimate paragraph on page 80 (such paragraph beginning with “The exception to the above-described treatment…”) to read as follows:

However, no agreement or arrangement has been entered into or discussed in this regard and Sycamore and Parent have stated that they do not plan to enter into or discuss any such agreements or arrangements prior to the special meeting.Exhibit Index

Exhibit

Number

Description

4.1

Indenture, dated as of August 28, 2017, between Arch Merger Sub Inc. and Wells Fargo Bank, National Association, as trustee.

4.2

Form of 8.500% Senior Notes due 2025 (included in Exhibit 4.1).

~~Additional Information and Where to Find It~~6

This document may be deemed solicitation material in respect of the proposed acquisition of the Company by Parent. The Company filed a definitive proxy statement with the SEC in connection with the transaction (the “Proxy Statement”), including a form of proxy card, on August 3, 2017. The Proxy Statement and form of proxy card have been mailed to the Company’s stockholders. This document does not constitute a solicitation of any vote or approval. The Proxy Statement contains important information about Parent, the Company, the Merger and related matters. Investors and security holders are urged to read the Proxy Statement carefully.

Investors and security holders can obtain free copies of the Proxy Statement and other documents filed with the SEC by Parent and the Company through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders can obtain free copies of the Proxy Statement from the Company by contacting Staples Investor Relations department at investor@staples.com. In addition, the proxy statement and our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through our website at investor.staples.com as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.

The Company, and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the transactions contemplated by the Merger Agreement. Information regarding the Company’s directors and executive officers, including their ownership of the Company’s securities, is contained in the Company’s Annual Report on Form 10-K for the year ended January 28, 2017 and its proxy statement dated April 20, 2017, and in the Proxy Statement dated August 3, 2017, each of which is filed with the SEC. Investors and security holders may obtain additional information regarding the direct and indirect interests of the Company and its directors and executive officers in the proposed transaction by reading the Proxy Statement and other public filings referred to above.

Safe Harbor for Forward-Looking Statements

Statements in this document regarding the proposed transaction between Parent and the Company, Parent’s proposed financing, the expected timetable for completing the transaction and any other statements about Parent and the Company managements’ future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” estimates and similar expressions) should also be considered to be forward looking statements, although not all forward-looking statements contain these identifying words. Readers should not place undue reliance on these forward-looking statements. The Company’s actual results may differ materially from such forward-looking statements as a result of numerous factors, some of which the Company may not be able to predict and may not be within the Company’s control. Factors that could cause such differences include, but are not limited to, (i) the risk that the proposed Merger may not be completed in a timely manner, or at all, which may adversely affect the Company’s business and the price of its common stock, (ii) the failure to satisfy all of the closing conditions of the proposed Merger, including the adoption of the Merger Agreement by the Company’s stockholders and the receipt of certain governmental and regulatory approvals in the U.S. and in foreign jurisdictions, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the effect of the announcement or pendency of the proposed Merger on the Company’s business, operating results, and relationships with customers, suppliers, competitors and others, (v) risks that the proposed Merger may disrupt the Company’s current plans and business operations, (vi) potential difficulties retaining employees as a result of the proposed Merger, (vii) risks related to the diverting of management’s attention from the Company’s ongoing business operations, and (viii) the outcome of any legal proceedings instituted against the Company related to the Merger Agreement or the proposed Merger. There are a number of important, additional factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including the factors described in the Company’s Annual Report on Form 10-K for the year ended January 28, 2017 and its most recent quarterly report filed with the SEC. The Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:August 25, 2017	Staples, Inc.
	By:	/s/ Michael T. Williams
		Michael T. Williams
		Executive Vice President,
		Chief Legal Officer and Secretary

Filing Compare · STAPLES INC