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<TITLE>Form 8-K</TITLE>
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<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>PURSUANT
TO SECTION 13 OR 15(d) </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>OF THE SECURITIES EXCHANGE ACT OF 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report</B> (<B>Date of Earliest Event Reported): November&nbsp;5, 2013 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Commission file number 1-10948 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>OFFICE DEPOT,
INC. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of registrant as specified in its charter) </B></P>
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<TD VALIGN="top" ALIGN="center"><B>Delaware</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>59-2663954</B></TD></TR>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or other jurisdiction</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>of incorporation or organization)</B></P></TD>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(I.R.S. Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification No.)</B></P></TD></TR>
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<TD VALIGN="top" ALIGN="center"><B>6600 North Military Trail, Boca Raton, Florida</B></TD>
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<TD VALIGN="top" ALIGN="center"><B>33496</B></TD></TR>
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<TD VALIGN="top" ALIGN="center"><B>(Address of principal executive offices)</B></TD>
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<TD VALIGN="top" ALIGN="center"><B>(Zip Code)</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(561) 438-4800 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Registrant&#146;s telephone number, including area code) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Former name or former address, if changed since last report: N/A </B></P>
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<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>

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<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>ITEM&nbsp;1.01</B></TD>
<TD ALIGN="left" VALIGN="top"><B>ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The information contained in Item&nbsp;2.03
of this Current Report on Form 8-K is incorporated herein by reference. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>ITEM&nbsp;2.01</B></TD>
<TD ALIGN="left" VALIGN="top"><B>COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>Completion of Merger of Equals
with OfficeMax Incorporated </I></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">On November&nbsp;5, 2013, Office Depot, Inc. (the &#147;<U>Company</U>&#148;), together with its
wholly-owned subsidiaries Dogwood Merger Sub Inc. and Dogwood Merger Sub LLC, completed its previously announced merger of equals transaction with OfficeMax Incorporated (&#147;<U>OfficeMax</U>&#148;) and its subsidiaries Mapleby Holdings Merger
Corporation and Mapleby Merger Corporation. Pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of February&nbsp;20, 2013, as amended on November&nbsp;5, 2013 (the &#147;<U>Merger Agreement</U>&#148;), by and among the
Company, Dogwood Merger Sub Inc., Dogwood Merger Sub LLC, Mapleby Holdings Merger Corporation, Mapleby Merger Corporation and OfficeMax, OfficeMax became an indirect, wholly-owned subsidiary of the Company (the &#147;<U>Merger</U>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">In connection with the Merger, each former share of OfficeMax common stock, par value $2.50 per share, issued and outstanding immediately
prior to the effective time of the Merger (excluding any shares of OfficeMax common stock held by the Company, Dogwood Merger Sub Inc. or in the treasury of OfficeMax) were converted into the right to receive 2.69 shares of Company common stock,
together with cash in lieu of fractional shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Pursuant to the Merger Agreement, the Company will issue approximately 240&nbsp;million
shares of Company common stock to former holders of OfficeMax common stock, representing approximately 45&nbsp;per cent of approximately 530&nbsp;million total shares of Company common stock outstanding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The Company&#146;s common stock will continue to trade on the New York Stock Exchange (the &#147;<U>NYSE</U>&#148;) under the symbol
&#147;ODP.&#148; Following completion of the Merger, the OfficeMax common stock ceased trading on, and was delisted from, the NYSE. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The
foregoing description of the Merger Agreement and the Merger is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Company&#146;s Current Report on
Form 8-K filed with the Securities and Exchange Commission (the &#147;<U>SEC</U>&#148;) on February&nbsp;22, 2013, and the First Amendment to the Merger Agreement, a copy of which is attached to this Current Report on Form 8-K, and which is
incorporated herein by reference. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>ITEM&nbsp;2.03</B></TD>
<TD ALIGN="left" VALIGN="top"><B>CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. </B></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>Amended Credit Agreement </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The Company, together with certain of its European subsidiaries, as borrowers (the &#147;<U>European Borrowers</U>&#148;) and certain of its
domestic subsidiaries as guarantors (the &#147;<U>Domestic Guarantors</U>&#148;), entered into a Third Amendment (the &#147;<U>Third Amendment</U>&#148;) to its Amended and Restated Credit Agreement, dated as of May&nbsp;25, 2011 (as previously
amended, the &#147;<U>Prior Credit Agreement</U>&#148;), with the lenders party thereto, JPMorgan Chase Bank, N.A., London Branch, as European Administrative Agent and European Collateral Agent, JPMorgan Chase Bank, N.A., as Administrative Agent
(the &#147;<U>Agent</U>&#148;) and US Collateral Agent, Bank of America, N.A., as Syndication Agent and Citibank, N.A. and Wells Fargo Bank, N.A., as Documentation Agents. The Third Amendment became effective on November&nbsp;5, 2013 as of the
effective time of the Merger. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The Third Amendment amends and restates the Prior Credit Agreement (as so amended and restated, the
&#147;<U>Amended Credit Agreement</U>&#148;) governing the Company&#146;s existing $1.00 billion revolving credit facility to increase the aggregate available amount thereunder to up to $1.25&nbsp;billion, to account for the Merger and to modify
certain of the covenants under the Prior Credit Agreement to provide greater operational flexibility to the Company </P>

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and its subsidiaries (including expanded amounts for permitted indebtedness, liens, investments and asset sales as well as increases in the amounts permitted for restricted payments and capital
expenditures, among others). The maturity date of the Amended Credit Agreement remained unchanged from the May&nbsp;25, 2016 maturity date of the Prior Credit Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The Amended Credit Agreement provides for an asset-based, multi-currency revolving credit facility of up to $1.25 billion (the
&#147;<U>Facility</U>&#148;). The amount that can be drawn at any given time will be determined based on percentages of certain accounts receivable, inventory and credit card receivables (the &#147;<U>Borrowing Base</U>&#148;). Any existing letters
of credit and loans issued and outstanding under the Prior Credit Agreement will continue to remain issued and outstanding under the Amended Credit Agreement. In addition, an aggregate undrawn amount of $37.6 million of letters of credit previously
issued under a credit agreement of OfficeMax and certain of its subsidiaries, which credit facility was terminated in connection with and immediately prior to the consummation of the Merger, are deemed as having been issued and being outstanding
under the Amended Credit Agreement. The Facility includes a sub-facility of up to $200 million which is available to the Company and the European Borrowers, subject to limitations based on their (and, at such time as the Canadian Subsidiary (defined
below) provides its guaranty and security as described below, the Canadian Subsidiary&#146;s) and the Company&#146;s aggregate Borrowing Base. The Domestic Guarantors guaranty the obligations of the Company and the European Borrowers under the
Facility. The Amended Credit Agreement also provides for a letter of credit sub-facility of up to $400 million, as well as a swingline loan sub-facility of up to $125 million to the Company and an additional swingline loan sub-facility of up to $25
million to the European Borrowers. All loans borrowed under the Amended Credit Agreement may be borrowed, repaid and re-borrowed from time to time until May&nbsp;25, 2016, the maturity date. The Amended Credit Agreement also provides that the
Company may elect to increase the aggregate amount of commitments under the Facility by up to $250 million, subject to certain terms and conditions set forth in the Amended Credit Agreement (including obtaining such increased commitments from
existing or new lenders). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">All amounts borrowed under the Facility, as well as the obligations of the Domestic Guarantors, are secured by
a first priority lien on the Company&#146;s and the Domestic Guarantors&#146; accounts receivables, inventory, cash, cash equivalents and deposit accounts and a second priority lien on substantially all of the Company&#146;s and the Domestic
Guarantors&#146; other assets. All amounts borrowed by the European Borrowers under the Facility are secured by a lien on the European Borrowers&#146; accounts receivable, inventory, cash, cash equivalents and deposit accounts, as well as certain
other assets. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Following the effectiveness of the Third Amendment, OfficeMax and certain of its domestic subsidiaries will become Domestic
Guarantors by entering into a joinder agreement and related security documentation. In addition, a Canadian subsidiary (the &#147;<U>Canadian Subsidiary</U>&#148;) of OfficeMax will also, following the effectiveness of the Third Amendment, guaranty
the obligations of the European Borrowers under the Facility and will secure such obligations by a lien on certain of its assets, at which time the assets of such Canadian Subsidiary will be included in the Borrowing Base. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Borrowings made pursuant to the Amended Credit Agreement will bear interest at the Company&#146;s option, either at (i)&nbsp;the alternate
base rate (defined as the higher of the Prime Rate (as announced by the Agent), the Federal Funds Rate plus <SUP STYLE="vertical-align:top">&nbsp;1</SUP>&#8260;<SUB STYLE="vertical-align:bottom">2</SUB> of 1% and the one month Adjusted LIBO Rate
(defined below) plus 1%) or (ii)&nbsp;the Adjusted LIBO Rate (defined as the LIBO Rate as adjusted for statutory reserves) plus, in either case, a certain margin based on the aggregate average availability under the Facility. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The Amended Credit Agreement contains customary representations, warranties, fees, affirmative and negative covenants, including certain
financial covenants, limitations on investments, loans, advances, guarantees and acquisitions, asset sales and capital expenditures. The Amended Credit Agreement contains customary events of default, including without limitation, payment defaults
(subject to certain grace and cure periods in certain circumstances), breach of representations and warranties, breach of covenants (subject to certain grace and cure periods in certain circumstances), bankruptcy events, cross defaults to certain
other indebtedness, certain judgment defaults and change of control. If an event of default occurs and is continuing, the lenders may decline to provide additional advances on the Facility, impose a default rate of interest and declare all amounts
outstanding under the Amended Credit Agreement immediately due and payable. </P>

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<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>ITEM&nbsp;5.02</B></TD>
<TD ALIGN="left" VALIGN="top"><B>DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. </B></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>Directors </I></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">On
November&nbsp;5, 2013, in connection with the Merger and effective as of the effective time of the Merger, Ms.&nbsp;Kathleen Mason and Messrs. Justin Bateman, Thomas J. Colligan, Eugene V. Fife and Raymond Svider resigned from the Company&#146;s
board of directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Effective at the same time and immediately following the resignation of the directors referred to in the immediately
preceding paragraph, each of Warren F. Bryant, Rakesh Gangwal, V. James Marino, Francesca Ruiz de Luzuriaga, Ravi K. Saligram and David M. Szymanski were appointed to the Company&#146;s board of directors to hold office until the next annual meeting
of the stockholders of the Company or until a successor is duly elected and qualified or until his or her earlier resignation or removal as provided in the Restated Bylaws (as defined below). Pursuant to and in accordance with the Restated Bylaws,
Messrs. Nigel Travis and Rakesh Gangwal were appointed as the co-chairmen and co-lead directors of the Company&#146;s newly constituted board of directors (the &#147;<U>Board</U>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>Warren F. Bryant</I>, 67, has been a director of OfficeMax since 2004. From 2002 to 2008, Mr.&nbsp;Bryant served as a Director and the
President and Chief Executive Officer of Longs Drug Stores Corporation, a retail drug store chain on the West Coast and in Hawaii. From 2003 to 2008, he served as the Chairman of the Board of Longs Drug Stores. Mr.&nbsp;Bryant served as Senior Vice
President of The Kroger Co., a retail grocery chain, from 1999 to 2002. From 1996 to 1999, he served as President and Chief Executive Officer of Dillon Companies, Inc., a retail grocery chain and subsidiary of The Kroger Co. Mr.&nbsp;Bryant also
served as a director of The National Association of Chain Drug Stores from 2003 to 2008 and as Chairman of the Association during 2008. Mr.&nbsp;Bryant previously served as a director of Longs Drug Stores Corporation (2002-2008) and Pathmark Stores,
Inc., a retail grocery chain (2004-2005). Since 2009, Mr.&nbsp;Bryant has served as a director of Dollar General Corporation, a discount retailer, and, since 2010, Mr.&nbsp;Bryant has served as a director of George Weston Limited, a food processing
and distribution company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>Rakesh Gangwal</I>, 59, has been a director of OfficeMax since 1998. From June 2003 to August 2007,
Mr.&nbsp;Gangwal was the Chairman, President and Chief Executive Officer of Worldspan Technologies, Inc., a provider of travel technology and information services to the travel and transportation industry. From 2002 to 2003, Mr.&nbsp;Gangwal was
involved in various personal business endeavors, including private equity projects and consulting projects. He was the President and Chief Executive Officer of US Airways Group, Inc., the parent corporation for US Airways&#146; mainline jet and
express divisions as well as several related companies, from 1998 until his resignation in 2001. Mr.&nbsp;Gangwal was also the President and Chief Executive Officer of US Airways, Inc., the main operating arm of US Airways Group, from 1998 until his
resignation. He was the President and Chief Operating Officer of US Airways Group, Inc., and US Airways, Inc., from 1996 to 1998. On August&nbsp;11, 2002, US Airways Group, Inc., and its seven domestic subsidiaries, including its principal operating
subsidiary, US Airways, Inc., filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Virginia. US Airways Group, Inc., and its subsidiaries emerged
from bankruptcy protection under the First Amended Joint Plan of Reorganization of US Airways Group, Inc., and Affiliated Debtors and Debtors-in-Possession, as Modified, which became effective on March&nbsp;31, 2003. Mr.&nbsp;Gangwal has been a
director of PetSmart, Inc., a specialty retailer of pet products and services, since 2005 and a director of CarMax, Inc., a retailer of used cars, since 2011. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>V. James Marino</I>, 62, has been a director of OfficeMax since 2011. From 2006 until his retirement in August 2011, Mr.&nbsp;Marino was
President and Chief Executive Officer of Alberto-Culver Company, a personal care products company. Prior to holding that position, Mr.&nbsp;Marino served as President of Alberto-Culver Consumer Products Worldwide from 2004 to November 2006 and as
President of Alberto Personal Care Worldwide, a division of Alberto-Culver Company, from 2002 to 2004. Mr.&nbsp;Marino has been a member of the board of directors of PVH Corp., a leading apparel company, since 2007. He was also a member of the board
of directors of Alberto-Culver Company from 2006 to 2011. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>Francesca Ruiz de Luzuriaga</I>, 58, has been a director of OfficeMax since 1998. From 1999 to
2000, Ms.&nbsp;Luzuriaga served as the Chief Operating Officer of Mattel Interactive, a business unit of Mattel, Inc., one of the major toy manufacturers in the world. Prior to holding this position, she served Mattel as its Executive Vice
President, Worldwide Business Planning and Resources, from 1997 to 1999 and as its Chief Financial Officer from 1995 to 1997. Since leaving Mattel in 2000, Ms.&nbsp;Luzuriaga has been working as an independent business development consultant. From
2002 until 2005, she was also a director of Providian Financial Corporation. Since January 2012, she has been a director of SCAN Health Plan, a not-for-profit Medicare Advantage health plan. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>Ravichandra (&#147;Ravi&#148;) K. Saligram</I>, 56, has been a director of OfficeMax since November&nbsp;8, 2010, the effective date of his
election as Chief Executive Officer and President of OfficeMax. Until his election as Chief Executive Officer and President of OfficeMax, Mr.&nbsp;Saligram had been Executive Vice President of ARAMARK Corporation (&#147;ARAMARK&#148;), a global
professional services company, since November 2006, President of ARAMARK International since June 2003, and ARAMARK&#146;S Chief Globalization Officer since June 2009. Mr.&nbsp;Saligram held the position of Senior Vice President of ARAMARK from
November 2004 until November 2006. From 1994 until 2002, Mr.&nbsp;Saligram served in various capacities for the InterContinental Hotels Group, a global hospitality company, including as President of Brands&nbsp;&amp; Franchise, North America; Chief
Marketing Officer&nbsp;&amp; Managing Director, Global Strategy; President, International; and President, Asia Pacific. Earlier in his career, Mr.&nbsp;Saligram held various general and brand management positions with S. C. Johnson&nbsp;&amp; Son,
Inc. in the United States and overseas. Since 2006, he has been a director of Church&nbsp;&amp; Dwight Co., Inc., a consumer and specialty products company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>David M. Szymanski</I>, 56, has been a director of OfficeMax since 2004. Dr.&nbsp;Szymanski became the Dean of the University of Cincinnati
Lindner College of Business in 2010. Prior to that, Dr.&nbsp;Szymanski was a Professor of Marketing at Texas A&amp;M University, where he had served since 1987. Dr.&nbsp;Szymanski served as the Director of the Center for Retailing Studies at Texas
A&amp;M University from 2000 to 2006. From 2004 until 2010, Dr.&nbsp;Szymanski was a director of Zale Corporation, a specialty retailer of fine jewelry. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>Continuing Directors Committees </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Effective as of the effective time of the Merger and in accordance with the Restated Bylaws, the Board established a committee consisting of
Warran F. Bryant, Rakesh Gangwal, V. James Marino, Francesca Ruiz de Luzuriaga and David M. Szymanski (the &#147;<U>Continuing OfficeMax Directors Committee</U>&#148;) and a committee consisting of Cynthia T. Jamison, Michael J. Massey, Jeffrey C.
Smith, Nigel Travis and Joseph S. Vassaluzzo (the &#147;<U>Continuing Office Depot Directors Committee</U>&#148;). Under the Restated Bylaws, the Continuing OfficeMax Directors Committee and the Continuing Office Depot Directors Committee will have
the power and may exercise all the authority of the Board to, among other things, (i)&nbsp;fill vacancies on the Board created by cessation of service of a director who was a director of OfficeMax or the Company, as applicable, prior to the
effective time of the Merger or who was later appointed by the Continuing OfficeMax Directors Committee or the Continuing Office Depot Directors Committee, as applicable, and (ii)&nbsp;nominate directors for election at each annual meeting or at any
special meeting at which directors of the Company are to be elected to fill each seat previously held by a director who was a director of OfficeMax or the Company, as applicable, prior to the effective time of the Merger or who was later appointed
by the Continuing OfficeMax Directors Committee or the Continuing Office Depot Directors Committee, as applicable. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>Selection Committee
</I></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">On April&nbsp;9, 2013, in accordance with the Merger Agreement, the Company and OfficeMax announced the formation of a committee
consisting of an equal number of directors of each company tasked with overseeing the process to select a candidate for the position of the sole chief executive officer of the combined company. Effective as of the effective time of the Merger and in
accordance with the Restated Bylaws, the Board established a Selection Committee consisting of Rakesh Gangwal, Francesca Ruiz de Luzuriaga, V. James Marino, Jeffrey C. Smith, Nigel Travis and Joseph S. Vassaluzzo to continue the previously initiated
selection process and identify a candidate for the position of the sole chief executive officer of the Company. As with the committee previously formed by the Company and OfficeMax, V. James Marino and Nigel Travis were appointed co-chairpersons of
the Selection Committee. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>Other Board Committees </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Effective as of the effective time of the Merger and in accordance with the Restated Bylaws, the Board also reconstituted the membership of its
Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee and Finance Committee. As reconstituted, the Audit Committee consists of Cynthia T. Jamison, Francesca Ruiz de Luzuriaga, David M. Szymanski and Joseph S.
Vassaluzzo, and Francesca Ruiz de Luzuriaga was appointed chairperson of the committee. The Compensation Committee consists of V. James Marino, Michael J. Massey, Jeffrey C. Smith and David M. Szymanski, and David M. Szymanski was appointed
chairperson of the committee. The Corporate Governance and Nominating Committee consists of Rakesh Gangwal, Cynthia T. Jamison, V. James Marino and Nigel Travis, and Nigel Travis will serve as chairperson of the committee. The Finance Committee was
re-named &#147;Finance and Integration Committee&#148; and consists of Warren F. Bryant, Rakesh Gangwal, Michael J. Massey, Francesca Ruiz de Luzuriaga, Jeffrey C. Smith and Joseph S. Vassaluzzo, and Joseph S. Vassaluzzo was appointed chairperson of
the committee. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>Certain Officers </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">At the effective time of the Merger and in accordance with the Restated Bylaws, Messrs. Neil R. Austrian and Ravi K. Saligram were appointed
Co-Chief Executive Officers of the Company. Ravi K. Saligram will also remain the President and Chief Executive Officer of OfficeMax. Under the Restated Bylaws, Neil R. Austrian will maintain sole chief executive officer authority reporting directly
to the Board for the operation of the Office Depot businesses, and Ravi K. Saligram will maintain sole chief executive officer authority reporting directly to the Board for the operation of the OfficeMax businesses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">In addition, Matthew R. Broad, the General Counsel of OfficeMax, was appointed Co-General Counsel of the Company, and Deborah O&#146;Connor,
the Interim Chief Financial Officer and Chief Accounting Officer of OfficeMax, was appointed Co-Chief Financial Officer and Co-Chief Accounting Officer of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>Matthew R. Broad</I>, 53, has served as Executive Vice President, General Counsel of OfficeMax since October 2004. Prior to that,
Mr.&nbsp;Broad served as associate general counsel for Boise Cascade Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>Deborah O&#146;Connor</I>, 50, has been the Interim
Chief Financial Officer of OfficeMax since August&nbsp;7, 2013. Ms.&nbsp;O&#146;Connor was elected Senior Vice President and Chief Accounting Officer of OfficeMax in July 2008. Prior to that, she served as senior vice president and controller of the
ServiceMaster Company, one of the world&#146;s largest residential services networks, from December 1999 to December 2007. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Each of the
newly appointed officers will serve until a successor is duly elected and qualified or until his or her earlier resignation or removal as provided in the Restated Bylaws and otherwise in accordance with the Restated Bylaws. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>Assumption of OfficeMax Stock Awards and Plans </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">At the effective time of the Merger and in accordance with the Merger Agreement, the Company assumed all outstanding OfficeMax stock-based
awards and converted such awards into Company stock-based awards with respect to approximately 19.8&nbsp;million shares of Company common stock. The Company has also assumed the OfficeMax stock plans pursuant to which the assumed and converted
OfficeMax awards were issued, including the 2003 OfficeMax Incentive and Performance Plan under which the Company can issue new awards in the future with respect to approximately 27.8&nbsp;million shares of Company common stock. </P>
<P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>ITEM&nbsp;5.03</B></TD>
<TD ALIGN="left" VALIGN="top"><B>AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Pursuant to
the Merger Agreement, on November&nbsp;5, 2013 the Company amended and restated its bylaws (the &#147;<U>Restated Bylaws</U>&#148;), which became effective as of the effective time of the Merger. The Restated Bylaws contain certain provisions
relating to the governance of the Company following completion of the Merger, which are summarized below. During the four-year period following completion of the Merger (the &#147;<U>Specified Post-Merger Period</U>&#148;), the provisions in the
Restated Bylaws relating to the governance matters of the Company during </P>

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the Specified Post-Merger Period may not be amended or repealed by the Board except with the affirmative vote of at least 75% of the entire Board and a majority of each of the Continuing Office
Depot Directors Committee and the Continuing OfficeMax Directors Committee. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>Successor CEO</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Until a successor has been appointed as the sole chief executive officer of the Company (the &#147;<U>Successor CEO</U>&#148;), the chief
executive officers of the Company and OfficeMax immediately prior to the effective time of the Merger will be appointed as co-chief executive officers of the Company. The Board will constitute a Selection Committee consisting of an equal number of
independent directors of the Company and OfficeMax immediately prior to the effective time of the Merger to identify Successor CEO candidates. The Successor CEO will be elected by a majority vote of the Board, except that the appointment of any
former or current executive officer of the Company or OfficeMax will require the vote of at least two-thirds of the independent directors of the Company. Unless and until a Successor CEO has been appointed, each co-chief executive officer will
maintain sole chief executive officer authority, reporting directly to the Board, for the operation of the Office Depot or OfficeMax business, as the case may be. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>Board of Directors</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">During the Specified Post-Merger Period, unless and until the Successor CEO has been appointed, the Board will be comprised of not less than
ten (10)&nbsp;and no more than (12)&nbsp;directors, with five independent directors designated by the Continuing Office Depot Directors Committee, five independent directors designated by the Continuing OfficeMax Directors Committee and the co-chief
executive officers. Upon the appointment of the Successor CEO, the Board will be comprised of eleven members, with the ten independent directors and the Successor CEO. If the Successor CEO is, however, a former or current executive officer of the
Company or OfficeMax, the Board will include an additional independent director that will be designated, if the Successor CEO is a former or current executive officer of OfficeMax, by the Continuing Office Depot Directors Committee and, if the
Successor CEO is a former or current executive officer of the Company, by the Continuing OfficeMax Directors Committee, and the Board will be comprised of twelve members. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">During the Specified Post-Merger Period, each committee of the Board will be comprised of an equal number of independent directors designated
by the Continuing Office Depot Directors Committee and the Continuing OfficeMax Directors Committee. In addition, the Audit Committee will include an independent director designated by the Continuing Office Depot Directors Committee and an
independent director designated by the Continuing OfficeMax Directors Committee each of whom must qualify as an audit committee financial expert under federal securities laws. Except for the Selection Committee (which will be co-chaired by designees
of the members of the Selection Committee as provided in the Restated Bylaws), the chairpersons of the committees will be selected in alternation between the Continuing Office Depot Directors Committee and the Continuing OfficeMax Continuing
Directors Committee, with the Continuing OfficeMax Directors Committee initially selecting the chairperson of the Audit Committee. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>Chairperson and Lead Outside Director</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">During the Specified Post-Merger Period, unless and until the Successor CEO has been appointed, the Board will be led by two co-chairmen and
co-lead outside directors designated by each of the Continuing Office Depot Directors Committee and the Continuing OfficeMax Directors Committee from among their respective members. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Upon the appointment of the Successor CEO, the chairman and lead outside director will be designated, if the Successor CEO is a former or
current executive officer of the Company, by the Continuing OfficeMax Directors Committee from among its members and, if the Successor CEO is a former or current executive officer of OfficeMax, by the Continuing Office Depot Directors Committee from
among its members. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">If the Successor CEO is not a former or current executive officer of the Company or OfficeMax, then the Continuing
Office Depot Directors Committee will have the right to initially designate the chairman and lead outside director (or only the lead outside director, if the Successor CEO is appointed as both chief executive
</P>

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officer and chairperson) from among its members to serve until the date that is nearest to one-half of the period from the time of such appointment until the expiration of the Specified
Post-Merger Period, at which time a new chairman and/or lead outside director will be designated by the Continuing OfficeMax Directors Committee from among its members to serve until the expiration of the Specified Post-Merger Period. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>Company Name and Headquarters</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The Company&#146;s name and the location of its headquarters will be determined by the Board, taking into consideration the recommendation of
the Successor CEO after his or her appointment. The Company will have dual headquarters in Naperville, Illinois and Boca Raton, Florida, and the businesses of the Company and OfficeMax will continue to operate under their existing names, in each
case until otherwise determined in accordance with the Restated Bylaws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The foregoing description of the Restated Bylaws is not complete
and is qualified in its entirety by reference to the full text of the Restated Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and which is incorporated herein by reference. </P>
<P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>ITEM&nbsp;7.01</B></TD>
<TD ALIGN="left" VALIGN="top"><B>REGULATION FD DISCLOSURE </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Attached to this Current Report on Form 8-K as Exhibit 99.1
are financial statements of Office Depot de M&eacute;xico, S.A. de C.V. (&#147;<U>ODM</U>&#148;), which was a 50% subsidiary of the Company until July&nbsp;9, 2013, updated in Note 16 of such financial statements for subsequent events through the
period ended November&nbsp;7, 2013. These financial statements should be read in connection with the financial statements of ODM filed as an exhibit in the Company&#146;s Form 10-K for fiscal year ended December&nbsp;29, 2012. As previously
disclosed, the Company sold its interests in ODM on July&nbsp;9, 2013 to the Company&#146;s joint venture partner, Grupo Gigante, S.A.B. de C.V. ODM&#146;s financial statements are prepared by management of ODM and not by the Company. Since the
Company is no longer affiliated with ODM or Grupo Gigante S.A.B. de C.V., the Company makes no representations as to the adequacy or accuracy of the information furnished by ODM as Exhibit 99.1 to this Current Report. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">This information is furnished pursuant to Item&nbsp;7.01 of Form 8-K. The information in this report shall not be treated as filed for
purposes of the Securities Exchange Act of 1934, as amended. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The furnishing of the information in this Item&nbsp;7.01 is not intended to,
and does not, constitute a representation that such furnishing is required by Regulation FD or that the information in this Item&nbsp;7.01 is material information that is not otherwise publicly available. </P>
<P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>ITEM&nbsp;8.01</B></TD>
<TD ALIGN="left" VALIGN="top"><B>OTHER EVENTS. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>Redemption of Office Depot Convertible Preferred Stock</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">On November&nbsp;5, 2013, prior to the effective time of the Merger, the Company redeemed all of the outstanding shares of its convertible
preferred stock for cash at an aggregate redemption price of approximately $218 million pursuant to the Voting Agreement, dated as of February&nbsp;20, 2013, by and among the Company, OfficeMax, BC Partners, Inc. and the other investors party
thereto. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>Amendment to Merger Agreement</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">On November&nbsp;5, 2013, prior to the effective time of the Merger, the Company, OfficeMax and the other parties to the Merger Agreement
entered into the First Amendment to the Merger Agreement (the &#147;<U>Merger Agreement Amendment</U>&#148;), pursuant to which the parties modified the structure of the Merger and the form of amended and restated bylaws for the Company following
completion of the Merger. Pursuant to the Merger Agreement Amendment, the previously contemplated conversion of Mapleby Holdings Merger Corporation into a limited liability company prior to the Merger and the merger of Mapleby Holdings Merger
Corporation with and into Dogwood Merger Sub LLC following the Merger were abandoned. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">This summary of the Merger Agreement Amendment is qualified in its entirety by reference to the
full text of the Merger Agreement Amendment, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and which is incorporated herein by reference. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><I>Press Release Announcing Completion of Merger</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">On November&nbsp;5, 2013, following the effectiveness of the Merger, the Company and OfficeMax issued a joint press release announcing the
completion of the Merger. A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="12%" VALIGN="top" ALIGN="left"><B>ITEM&nbsp;9.01.</B></TD>
<TD ALIGN="left" VALIGN="top"><B>FINANCIAL STATEMENTS AND EXHIBITS </B></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(a)</TD>
<TD ALIGN="left" VALIGN="top">Financial Statements of Businesses Acquired. </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The Company intends to file the financial
statements of OfficeMax required by Item&nbsp;9.01(a) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(b)</TD>
<TD ALIGN="left" VALIGN="top">Pro Forma Financial Information. </TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">The Company intends to file the pro forma financial
information required by Item&nbsp;9.01(b) as an amendment to this Current Report on Form 8-K not later than 71 days after the date this Current Report on Form 8-K is required to be filed. </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(d)</TD>
<TD ALIGN="left" VALIGN="top">Exhibits. </TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD WIDTH="88%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>Exhibit&nbsp;2.1</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Agreement and Plan of Merger, dated as of February&nbsp;20, 2013, by and among Office Depot, Inc., Dogwood Merger Sub Inc., Dogwood Merger Sub LLC, Mapleby Holdings Merger Corporation, Mapleby Merger Corporation and OfficeMax
Incorporated (incorporated by reference from Office Depot, Inc.&#146;s Current Report on Form 8-K, filed with the SEC on February&nbsp;22, 2013) (the Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the
SEC upon request)</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>Exhibit 3.1</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Amended and Restated Bylaws of Office Depot, Inc.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>Exhibit&nbsp;99.1</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Consolidated financial statements of Office Depot de M&eacute;xico, S. A. de C. V. and Subsidiaries</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>Exhibit 99.2</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">First Amendment to Agreement and Plan of Merger, dated as of February 20, 2013, by and among Office Depot, Inc., Dogwood Merger Sub Inc., Dogwood Merger Sub LLC, Mapleby Holdings Merger Corporation, Mapleby Merger Corporation and
OfficeMax Incorporated</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>Exhibit 99.3</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Press release dated November 5, 2013</TD></TR>
</TABLE>

<p Style='page-break-before:always'>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">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. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="45%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top" COLSPAN="3"><B>OFFICE DEPOT, INC.</B></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Date: November 8, 2013</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1.00pt solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Elisa D. Garcia C.</P></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Elisa D. Garcia C.</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">Executive Vice President,</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;</FONT></TD>
<TD VALIGN="top">General Counsel and Secretary</TD></TR>
</TABLE>

<p Style='page-break-before:always'>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT INDEX </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
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<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD WIDTH="88%"></TD></TR>


<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>Exhibit 2.1</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Agreement and Plan of Merger, dated as of February&nbsp;20, 2013, by and among Office Depot, Inc., Dogwood Merger Sub Inc., Dogwood Merger Sub LLC, Mapleby Holdings Merger Corporation, Mapleby Merger Corporation and OfficeMax
Incorporated (incorporated by reference from Office Depot, Inc.&#146;s Current Report on Form 8-K, filed with the SEC on February&nbsp;22, 2013) (the Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the
SEC upon request)</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>Exhibit 3.1</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Amended and Restated Bylaws of Office Depot, Inc.</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>Exhibit 99.1</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Consolidated financial statements of Office Depot de M&eacute;xico, S. A. de C. V. and Subsidiaries</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>Exhibit 99.2</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">First Amendment to Agreement and Plan of Merger, dated as of February 20, 2013, by and among Office Depot, Inc., Dogwood Merger Sub Inc., Dogwood Merger Sub LLC, Mapleby Holdings Merger Corporation, Mapleby Merger Corporation and
OfficeMax Incorporated</TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>Exhibit&nbsp;99.3</TD>
<TD VALIGN="bottom"><FONT STYLE="font-size:8pt">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="top">Press release dated November 5, 2013</TD></TR>
</TABLE>
</BODY></HTML>
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Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(
Date of Earliest Event Reported): November 5, 2013
Commission file number 1-10948
OFFICE DEPOT,
INC.
(Exact name of registrant as specified in its charter)
Delaware
59-2663954
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)
6600 North Military Trail, Boca Raton, Florida
33496
(Address of principal executive offices)
(Zip Code)
(561) 438-4800
(Registrant's telephone number, including area code)
Former name or former address, if changed since last report: N/A
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:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The information contained in Item 2.03
of this Current Report on Form 8-K is incorporated herein by reference.
ITEM 2.01
COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
Completion of Merger of Equals
with OfficeMax Incorporated
On November 5, 2013, Office Depot, Inc. (the "
Company
"), together with its
wholly-owned subsidiaries Dogwood Merger Sub Inc. and Dogwood Merger Sub LLC, completed its previously announced merger of equals transaction with OfficeMax Incorporated ("
OfficeMax
") and its subsidiaries Mapleby Holdings Merger
Corporation and Mapleby Merger Corporation. Pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of February 20, 2013, as amended on November 5, 2013 (the "
Merger Agreement
"), by and among the
Company, Dogwood Merger Sub Inc., Dogwood Merger Sub LLC, Mapleby Holdings Merger Corporation, Mapleby Merger Corporation and OfficeMax, OfficeMax became an indirect, wholly-owned subsidiary of the Company (the "
Merger
").
In connection with the Merger, each former share of OfficeMax common stock, par value $2.50 per share, issued and outstanding immediately
prior to the effective time of the Merger (excluding any shares of OfficeMax common stock held by the Company, Dogwood Merger Sub Inc. or in the treasury of OfficeMax) were converted into the right to receive 2.69 shares of Company common stock,
together with cash in lieu of fractional shares.
Pursuant to the Merger Agreement, the Company will issue approximately 240 million
shares of Company common stock to former holders of OfficeMax common stock, representing approximately 45 per cent of approximately 530 million total shares of Company common stock outstanding.
The Company's common stock will continue to trade on the New York Stock Exchange (the "
NYSE
") under the symbol
"ODP." Following completion of the Merger, the OfficeMax common stock ceased trading on, and was delisted from, the NYSE.
The
foregoing description of the Merger Agreement and the Merger is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission (the "
SEC
") on February 22, 2013, and the First Amendment to the Merger Agreement, a copy of which is attached to this Current Report on Form 8-K, and which is
incorporated herein by reference.
ITEM 2.03
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
Amended Credit Agreement
The Company, together with certain of its European subsidiaries, as borrowers (the "
European Borrowers
") and certain of its
domestic subsidiaries as guarantors (the "
Domestic Guarantors
"), entered into a Third Amendment (the "
Third Amendment
") to its Amended and Restated Credit Agreement, dated as of May 25, 2011 (as previously
amended, the "
Prior Credit Agreement
"), with the lenders party thereto, JPMorgan Chase Bank, N.A., London Branch, as European Administrative Agent and European Collateral Agent, JPMorgan Chase Bank, N.A., as Administrative Agent
(the "
Agent
") and US Collateral Agent, Bank of America, N.A., as Syndication Agent and Citibank, N.A. and Wells Fargo Bank, N.A., as Documentation Agents. The Third Amendment became effective on November 5, 2013 as of the
effective time of the Merger.
The Third Amendment amends and restates the Prior Credit Agreement (as so amended and restated, the
"
Amended Credit Agreement
") governing the Company's existing $1.00 billion revolving credit facility to increase the aggregate available amount thereunder to up to $1.25 billion, to account for the Merger and to modify
certain of the covenants under the Prior Credit Agreement to provide greater operational flexibility to the Company
and its subsidiaries (including expanded amounts for permitted indebtedness, liens, investments and asset sales as well as increases in the amounts permitted for restricted payments and capital
expenditures, among others). The maturity date of the Amended Credit Agreement remained unchanged from the May 25, 2016 maturity date of the Prior Credit Agreement.
The Amended Credit Agreement provides for an asset-based, multi-currency revolving credit facility of up to $1.25 billion (the
"
Facility
"). The amount that can be drawn at any given time will be determined based on percentages of certain accounts receivable, inventory and credit card receivables (the "
Borrowing Base
"). Any existing letters
of credit and loans issued and outstanding under the Prior Credit Agreement will continue to remain issued and outstanding under the Amended Credit Agreement. In addition, an aggregate undrawn amount of $37.6 million of letters of credit previously
issued under a credit agreement of OfficeMax and certain of its subsidiaries, which credit facility was terminated in connection with and immediately prior to the consummation of the Merger, are deemed as having been issued and being outstanding
under the Amended Credit Agreement. The Facility includes a sub-facility of up to $200 million which is available to the Company and the European Borrowers, subject to limitations based on their (and, at such time as the Canadian Subsidiary (defined
below) provides its guaranty and security as described below, the Canadian Subsidiary's) and the Company's aggregate Borrowing Base. The Domestic Guarantors guaranty the obligations of the Company and the European Borrowers under the
Facility. The Amended Credit Agreement also provides for a letter of credit sub-facility of up to $400 million, as well as a swingline loan sub-facility of up to $125 million to the Company and an additional swingline loan sub-facility of up to $25
million to the European Borrowers. All loans borrowed under the Amended Credit Agreement may be borrowed, repaid and re-borrowed from time to time until May 25, 2016, the maturity date. The Amended Credit Agreement also provides that the
Company may elect to increase the aggregate amount of commitments under the Facility by up to $250 million, subject to certain terms and conditions set forth in the Amended Credit Agreement (including obtaining such increased commitments from
existing or new lenders).
All amounts borrowed under the Facility, as well as the obligations of the Domestic Guarantors, are secured by
a first priority lien on the Company's and the Domestic Guarantors' accounts receivables, inventory, cash, cash equivalents and deposit accounts and a second priority lien on substantially all of the Company's and the Domestic
Guarantors' other assets. All amounts borrowed by the European Borrowers under the Facility are secured by a lien on the European Borrowers' accounts receivable, inventory, cash, cash equivalents and deposit accounts, as well as certain
other assets.
Following the effectiveness of the Third Amendment, OfficeMax and certain of its domestic subsidiaries will become Domestic
Guarantors by entering into a joinder agreement and related security documentation. In addition, a Canadian subsidiary (the "
Canadian Subsidiary
") of OfficeMax will also, following the effectiveness of the Third Amendment, guaranty
the obligations of the European Borrowers under the Facility and will secure such obligations by a lien on certain of its assets, at which time the assets of such Canadian Subsidiary will be included in the Borrowing Base.
Borrowings made pursuant to the Amended Credit Agreement will bear interest at the Company's option, either at (i) the alternate
base rate (defined as the higher of the Prime Rate (as announced by the Agent), the Federal Funds Rate plus
1
⁄
2
of 1% and the one month Adjusted LIBO Rate
(defined below) plus 1%) or (ii) the Adjusted LIBO Rate (defined as the LIBO Rate as adjusted for statutory reserves) plus, in either case, a certain margin based on the aggregate average availability under the Facility.
The Amended Credit Agreement contains customary representations, warranties, fees, affirmative and negative covenants, including certain
financial covenants, limitations on investments, loans, advances, guarantees and acquisitions, asset sales and capital expenditures. The Amended Credit Agreement contains customary events of default, including without limitation, payment defaults
(subject to certain grace and cure periods in certain circumstances), breach of representations and warranties, breach of covenants (subject to certain grace and cure periods in certain circumstances), bankruptcy events, cross defaults to certain
other indebtedness, certain judgment defaults and change of control. If an event of default occurs and is continuing, the lenders may decline to provide additional advances on the Facility, impose a default rate of interest and declare all amounts
outstanding under the Amended Credit Agreement immediately due and payable.
ITEM 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Directors
On
November 5, 2013, in connection with the Merger and effective as of the effective time of the Merger, Ms. Kathleen Mason and Messrs. Justin Bateman, Thomas J. Colligan, Eugene V. Fife and Raymond Svider resigned from the Company's
board of directors.
Effective at the same time and immediately following the resignation of the directors referred to in the immediately
preceding paragraph, each of Warren F. Bryant, Rakesh Gangwal, V. James Marino, Francesca Ruiz de Luzuriaga, Ravi K. Saligram and David M. Szymanski were appointed to the Company's board of directors to hold office until the next annual meeting
of the stockholders of the Company or until a successor is duly elected and qualified or until his or her earlier resignation or removal as provided in the Restated Bylaws (as defined below). Pursuant to and in accordance with the Restated Bylaws,
Messrs. Nigel Travis and Rakesh Gangwal were appointed as the co-chairmen and co-lead directors of the Company's newly constituted board of directors (the "
Board
").
Warren F. Bryant
, 67, has been a director of OfficeMax since 2004. From 2002 to 2008, Mr. Bryant served as a Director and the
President and Chief Executive Officer of Longs Drug Stores Corporation, a retail drug store chain on the West Coast and in Hawaii. From 2003 to 2008, he served as the Chairman of the Board of Longs Drug Stores. Mr. Bryant served as Senior Vice
President of The Kroger Co., a retail grocery chain, from 1999 to 2002. From 1996 to 1999, he served as President and Chief Executive Officer of Dillon Companies, Inc., a retail grocery chain and subsidiary of The Kroger Co. Mr. Bryant also
served as a director of The National Association of Chain Drug Stores from 2003 to 2008 and as Chairman of the Association during 2008. Mr. Bryant previously served as a director of Longs Drug Stores Corporation (2002-2008) and Pathmark Stores,
Inc., a retail grocery chain (2004-2005). Since 2009, Mr. Bryant has served as a director of Dollar General Corporation, a discount retailer, and, since 2010, Mr. Bryant has served as a director of George Weston Limited, a food processing
and distribution company.
Rakesh Gangwal
, 59, has been a director of OfficeMax since 1998. From June 2003 to August 2007,
Mr. Gangwal was the Chairman, President and Chief Executive Officer of Worldspan Technologies, Inc., a provider of travel technology and information services to the travel and transportation industry. From 2002 to 2003, Mr. Gangwal was
involved in various personal business endeavors, including private equity projects and consulting projects. He was the President and Chief Executive Officer of US Airways Group, Inc., the parent corporation for US Airways' mainline jet and
express divisions as well as several related companies, from 1998 until his resignation in 2001. Mr. Gangwal was also the President and Chief Executive Officer of US Airways, Inc., the main operating arm of US Airways Group, from 1998 until his
resignation. He was the President and Chief Operating Officer of US Airways Group, Inc., and US Airways, Inc., from 1996 to 1998. On August 11, 2002, US Airways Group, Inc., and its seven domestic subsidiaries, including its principal operating
subsidiary, US Airways, Inc., filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Virginia. US Airways Group, Inc., and its subsidiaries emerged
from bankruptcy protection under the First Amended Joint Plan of Reorganization of US Airways Group, Inc., and Affiliated Debtors and Debtors-in-Possession, as Modified, which became effective on March 31, 2003. Mr. Gangwal has been a
director of PetSmart, Inc., a specialty retailer of pet products and services, since 2005 and a director of CarMax, Inc., a retailer of used cars, since 2011.
V. James Marino
, 62, has been a director of OfficeMax since 2011. From 2006 until his retirement in August 2011, Mr. Marino was
President and Chief Executive Officer of Alberto-Culver Company, a personal care products company. Prior to holding that position, Mr. Marino served as President of Alberto-Culver Consumer Products Worldwide from 2004 to November 2006 and as
President of Alberto Personal Care Worldwide, a division of Alberto-Culver Company, from 2002 to 2004. Mr. Marino has been a member of the board of directors of PVH Corp., a leading apparel company, since 2007. He was also a member of the board
of directors of Alberto-Culver Company from 2006 to 2011.
Francesca Ruiz de Luzuriaga
, 58, has been a director of OfficeMax since 1998. From 1999 to
2000, Ms. Luzuriaga served as the Chief Operating Officer of Mattel Interactive, a business unit of Mattel, Inc., one of the major toy manufacturers in the world. Prior to holding this position, she served Mattel as its Executive Vice
President, Worldwide Business Planning and Resources, from 1997 to 1999 and as its Chief Financial Officer from 1995 to 1997. Since leaving Mattel in 2000, Ms. Luzuriaga has been working as an independent business development consultant. From
2002 until 2005, she was also a director of Providian Financial Corporation. Since January 2012, she has been a director of SCAN Health Plan, a not-for-profit Medicare Advantage health plan.
Ravichandra ("Ravi") K. Saligram
, 56, has been a director of OfficeMax since November 8, 2010, the effective date of his
election as Chief Executive Officer and President of OfficeMax. Until his election as Chief Executive Officer and President of OfficeMax, Mr. Saligram had been Executive Vice President of ARAMARK Corporation ("ARAMARK"), a global
professional services company, since November 2006, President of ARAMARK International since June 2003, and ARAMARK'S Chief Globalization Officer since June 2009. Mr. Saligram held the position of Senior Vice President of ARAMARK from
November 2004 until November 2006. From 1994 until 2002, Mr. Saligram served in various capacities for the InterContinental Hotels Group, a global hospitality company, including as President of Brands & Franchise, North America; Chief
Marketing Officer & Managing Director, Global Strategy; President, International; and President, Asia Pacific. Earlier in his career, Mr. Saligram held various general and brand management positions with S. C. Johnson & Son,
Inc. in the United States and overseas. Since 2006, he has been a director of Church & Dwight Co., Inc., a consumer and specialty products company.
David M. Szymanski
, 56, has been a director of OfficeMax since 2004. Dr. Szymanski became the Dean of the University of Cincinnati
Lindner College of Business in 2010. Prior to that, Dr. Szymanski was a Professor of Marketing at Texas A&M University, where he had served since 1987. Dr. Szymanski served as the Director of the Center for Retailing Studies at Texas
A&M University from 2000 to 2006. From 2004 until 2010, Dr. Szymanski was a director of Zale Corporation, a specialty retailer of fine jewelry.
Continuing Directors Committees
Effective as of the effective time of the Merger and in accordance with the Restated Bylaws, the Board established a committee consisting of
Warran F. Bryant, Rakesh Gangwal, V. James Marino, Francesca Ruiz de Luzuriaga and David M. Szymanski (the "
Continuing OfficeMax Directors Committee
") and a committee consisting of Cynthia T. Jamison, Michael J. Massey, Jeffrey C.
Smith, Nigel Travis and Joseph S. Vassaluzzo (the "
Continuing Office Depot Directors Committee
"). Under the Restated Bylaws, the Continuing OfficeMax Directors Committee and the Continuing Office Depot Directors Committee will have
the power and may exercise all the authority of the Board to, among other things, (i) fill vacancies on the Board created by cessation of service of a director who was a director of OfficeMax or the Company, as applicable, prior to the
effective time of the Merger or who was later appointed by the Continuing OfficeMax Directors Committee or the Continuing Office Depot Directors Committee, as applicable, and (ii) nominate directors for election at each annual meeting or at any
special meeting at which directors of the Company are to be elected to fill each seat previously held by a director who was a director of OfficeMax or the Company, as applicable, prior to the effective time of the Merger or who was later appointed
by the Continuing OfficeMax Directors Committee or the Continuing Office Depot Directors Committee, as applicable.
Selection Committee
On April 9, 2013, in accordance with the Merger Agreement, the Company and OfficeMax announced the formation of a committee
consisting of an equal number of directors of each company tasked with overseeing the process to select a candidate for the position of the sole chief executive officer of the combined company. Effective as of the effective time of the Merger and in
accordance with the Restated Bylaws, the Board established a Selection Committee consisting of Rakesh Gangwal, Francesca Ruiz de Luzuriaga, V. James Marino, Jeffrey C. Smith, Nigel Travis and Joseph S. Vassaluzzo to continue the previously initiated
selection process and identify a candidate for the position of the sole chief executive officer of the Company. As with the committee previously formed by the Company and OfficeMax, V. James Marino and Nigel Travis were appointed co-chairpersons of
the Selection Committee.
Other Board Committees
Effective as of the effective time of the Merger and in accordance with the Restated Bylaws, the Board also reconstituted the membership of its
Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee and Finance Committee. As reconstituted, the Audit Committee consists of Cynthia T. Jamison, Francesca Ruiz de Luzuriaga, David M. Szymanski and Joseph S.
Vassaluzzo, and Francesca Ruiz de Luzuriaga was appointed chairperson of the committee. The Compensation Committee consists of V. James Marino, Michael J. Massey, Jeffrey C. Smith and David M. Szymanski, and David M. Szymanski was appointed
chairperson of the committee. The Corporate Governance and Nominating Committee consists of Rakesh Gangwal, Cynthia T. Jamison, V. James Marino and Nigel Travis, and Nigel Travis will serve as chairperson of the committee. The Finance Committee was
re-named "Finance and Integration Committee" and consists of Warren F. Bryant, Rakesh Gangwal, Michael J. Massey, Francesca Ruiz de Luzuriaga, Jeffrey C. Smith and Joseph S. Vassaluzzo, and Joseph S. Vassaluzzo was appointed chairperson of
the committee.
Certain Officers
At the effective time of the Merger and in accordance with the Restated Bylaws, Messrs. Neil R. Austrian and Ravi K. Saligram were appointed
Co-Chief Executive Officers of the Company. Ravi K. Saligram will also remain the President and Chief Executive Officer of OfficeMax. Under the Restated Bylaws, Neil R. Austrian will maintain sole chief executive officer authority reporting directly
to the Board for the operation of the Office Depot businesses, and Ravi K. Saligram will maintain sole chief executive officer authority reporting directly to the Board for the operation of the OfficeMax businesses.
In addition, Matthew R. Broad, the General Counsel of OfficeMax, was appointed Co-General Counsel of the Company, and Deborah O'Connor,
the Interim Chief Financial Officer and Chief Accounting Officer of OfficeMax, was appointed Co-Chief Financial Officer and Co-Chief Accounting Officer of the Company.
Matthew R. Broad
, 53, has served as Executive Vice President, General Counsel of OfficeMax since October 2004. Prior to that,
Mr. Broad served as associate general counsel for Boise Cascade Corporation.
Deborah O'Connor
, 50, has been the Interim
Chief Financial Officer of OfficeMax since August 7, 2013. Ms. O'Connor was elected Senior Vice President and Chief Accounting Officer of OfficeMax in July 2008. Prior to that, she served as senior vice president and controller of the
ServiceMaster Company, one of the world's largest residential services networks, from December 1999 to December 2007.
Each of the
newly appointed officers will serve until a successor is duly elected and qualified or until his or her earlier resignation or removal as provided in the Restated Bylaws and otherwise in accordance with the Restated Bylaws.
Assumption of OfficeMax Stock Awards and Plans
At the effective time of the Merger and in accordance with the Merger Agreement, the Company assumed all outstanding OfficeMax stock-based
awards and converted such awards into Company stock-based awards with respect to approximately 19.8 million shares of Company common stock. The Company has also assumed the OfficeMax stock plans pursuant to which the assumed and converted
OfficeMax awards were issued, including the 2003 OfficeMax Incentive and Performance Plan under which the Company can issue new awards in the future with respect to approximately 27.8 million shares of Company common stock.
ITEM 5.03
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
Pursuant to
the Merger Agreement, on November 5, 2013 the Company amended and restated its bylaws (the "
Restated Bylaws
"), which became effective as of the effective time of the Merger. The Restated Bylaws contain certain provisions
relating to the governance of the Company following completion of the Merger, which are summarized below. During the four-year period following completion of the Merger (the "
Specified Post-Merger Period
"), the provisions in the
Restated Bylaws relating to the governance matters of the Company during
the Specified Post-Merger Period may not be amended or repealed by the Board except with the affirmative vote of at least 75% of the entire Board and a majority of each of the Continuing Office
Depot Directors Committee and the Continuing OfficeMax Directors Committee.
Successor CEO
Until a successor has been appointed as the sole chief executive officer of the Company (the "
Successor CEO
"), the chief
executive officers of the Company and OfficeMax immediately prior to the effective time of the Merger will be appointed as co-chief executive officers of the Company. The Board will constitute a Selection Committee consisting of an equal number of
independent directors of the Company and OfficeMax immediately prior to the effective time of the Merger to identify Successor CEO candidates. The Successor CEO will be elected by a majority vote of the Board, except that the appointment of any
former or current executive officer of the Company or OfficeMax will require the vote of at least two-thirds of the independent directors of the Company. Unless and until a Successor CEO has been appointed, each co-chief executive officer will
maintain sole chief executive officer authority, reporting directly to the Board, for the operation of the Office Depot or OfficeMax business, as the case may be.
Board of Directors
During the Specified Post-Merger Period, unless and until the Successor CEO has been appointed, the Board will be comprised of not less than
ten (10) and no more than (12) directors, with five independent directors designated by the Continuing Office Depot Directors Committee, five independent directors designated by the Continuing OfficeMax Directors Committee and the co-chief
executive officers. Upon the appointment of the Successor CEO, the Board will be comprised of eleven members, with the ten independent directors and the Successor CEO. If the Successor CEO is, however, a former or current executive officer of the
Company or OfficeMax, the Board will include an additional independent director that will be designated, if the Successor CEO is a former or current executive officer of OfficeMax, by the Continuing Office Depot Directors Committee and, if the
Successor CEO is a former or current executive officer of the Company, by the Continuing OfficeMax Directors Committee, and the Board will be comprised of twelve members.
During the Specified Post-Merger Period, each committee of the Board will be comprised of an equal number of independent directors designated
by the Continuing Office Depot Directors Committee and the Continuing OfficeMax Directors Committee. In addition, the Audit Committee will include an independent director designated by the Continuing Office Depot Directors Committee and an
independent director designated by the Continuing OfficeMax Directors Committee each of whom must qualify as an audit committee financial expert under federal securities laws. Except for the Selection Committee (which will be co-chaired by designees
of the members of the Selection Committee as provided in the Restated Bylaws), the chairpersons of the committees will be selected in alternation between the Continuing Office Depot Directors Committee and the Continuing OfficeMax Continuing
Directors Committee, with the Continuing OfficeMax Directors Committee initially selecting the chairperson of the Audit Committee.
Chairperson and Lead Outside Director
During the Specified Post-Merger Period, unless and until the Successor CEO has been appointed, the Board will be led by two co-chairmen and
co-lead outside directors designated by each of the Continuing Office Depot Directors Committee and the Continuing OfficeMax Directors Committee from among their respective members.
Upon the appointment of the Successor CEO, the chairman and lead outside director will be designated, if the Successor CEO is a former or
current executive officer of the Company, by the Continuing OfficeMax Directors Committee from among its members and, if the Successor CEO is a former or current executive officer of OfficeMax, by the Continuing Office Depot Directors Committee from
among its members.
If the Successor CEO is not a former or current executive officer of the Company or OfficeMax, then the Continuing
Office Depot Directors Committee will have the right to initially designate the chairman and lead outside director (or only the lead outside director, if the Successor CEO is appointed as both chief executive
officer and chairperson) from among its members to serve until the date that is nearest to one-half of the period from the time of such appointment until the expiration of the Specified
Post-Merger Period, at which time a new chairman and/or lead outside director will be designated by the Continuing OfficeMax Directors Committee from among its members to serve until the expiration of the Specified Post-Merger Period.
Company Name and Headquarters
The Company's name and the location of its headquarters will be determined by the Board, taking into consideration the recommendation of
the Successor CEO after his or her appointment. The Company will have dual headquarters in Naperville, Illinois and Boca Raton, Florida, and the businesses of the Company and OfficeMax will continue to operate under their existing names, in each
case until otherwise determined in accordance with the Restated Bylaws.
The foregoing description of the Restated Bylaws is not complete
and is qualified in its entirety by reference to the full text of the Restated Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
ITEM 7.01
REGULATION FD DISCLOSURE
Attached to this Current Report on Form 8-K as Exhibit 99.1
are financial statements of Office Depot de México, S.A. de C.V. ("
ODM
"), which was a 50% subsidiary of the Company until July 9, 2013, updated in Note 16 of such financial statements for subsequent events through the
period ended November 7, 2013. These financial statements should be read in connection with the financial statements of ODM filed as an exhibit in the Company's Form 10-K for fiscal year ended December 29, 2012. As previously
disclosed, the Company sold its interests in ODM on July 9, 2013 to the Company's joint venture partner, Grupo Gigante, S.A.B. de C.V. ODM's financial statements are prepared by management of ODM and not by the Company. Since the
Company is no longer affiliated with ODM or Grupo Gigante S.A.B. de C.V., the Company makes no representations as to the adequacy or accuracy of the information furnished by ODM as Exhibit 99.1 to this Current Report.
This information is furnished pursuant to Item 7.01 of Form 8-K. The information in this report shall not be treated as filed for
purposes of the Securities Exchange Act of 1934, as amended.
The furnishing of the information in this Item 7.01 is not intended to,
and does not, constitute a representation that such furnishing is required by Regulation FD or that the information in this Item 7.01 is material information that is not otherwise publicly available.
ITEM 8.01
OTHER EVENTS.
Redemption of Office Depot Convertible Preferred Stock
On November 5, 2013, prior to the effective time of the Merger, the Company redeemed all of the outstanding shares of its convertible
preferred stock for cash at an aggregate redemption price of approximately $218 million pursuant to the Voting Agreement, dated as of February 20, 2013, by and among the Company, OfficeMax, BC Partners, Inc. and the other investors party
thereto.
Amendment to Merger Agreement
On November 5, 2013, prior to the effective time of the Merger, the Company, OfficeMax and the other parties to the Merger Agreement
entered into the First Amendment to the Merger Agreement (the "
Merger Agreement Amendment
"), pursuant to which the parties modified the structure of the Merger and the form of amended and restated bylaws for the Company following
completion of the Merger. Pursuant to the Merger Agreement Amendment, the previously contemplated conversion of Mapleby Holdings Merger Corporation into a limited liability company prior to the Merger and the merger of Mapleby Holdings Merger
Corporation with and into Dogwood Merger Sub LLC following the Merger were abandoned.
This summary of the Merger Agreement Amendment is qualified in its entirety by reference to the
full text of the Merger Agreement Amendment, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and which is incorporated herein by reference.
Press Release Announcing Completion of Merger
On November 5, 2013, following the effectiveness of the Merger, the Company and OfficeMax issued a joint press release announcing the
completion of the Merger. A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.
ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS
(a)
Financial Statements of Businesses Acquired.
The Company intends to file the financial
statements of OfficeMax required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b)
Pro Forma Financial Information.
The Company intends to file the pro forma financial
information required by Item 9.01(b) as an amendment to this Current Report on Form 8-K not later than 71 days after the date this Current Report on Form 8-K is required to be filed.
(d)
Exhibits.
Exhibit 2.1
Agreement and Plan of Merger, dated as of February 20, 2013, by and among Office Depot, Inc., Dogwood Merger Sub Inc., Dogwood Merger Sub LLC, Mapleby Holdings Merger Corporation, Mapleby Merger Corporation and OfficeMax
Incorporated (incorporated by reference from Office Depot, Inc.'s Current Report on Form 8-K, filed with the SEC on February 22, 2013) (the Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the
SEC upon request)
Exhibit 3.1
Amended and Restated Bylaws of Office Depot, Inc.
Exhibit 99.1
Consolidated financial statements of Office Depot de México, S. A. de C. V. and Subsidiaries
Exhibit 99.2
First Amendment to Agreement and Plan of Merger, dated as of February 20, 2013, by and among Office Depot, Inc., Dogwood Merger Sub Inc., Dogwood Merger Sub LLC, Mapleby Holdings Merger Corporation, Mapleby Merger Corporation and
OfficeMax Incorporated
Exhibit 99.3
Press release dated November 5, 2013
SIGNATURES
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.
OFFICE DEPOT, INC.
Date: November 8, 2013
By:
/s/ Elisa D. Garcia C.
Elisa D. Garcia C.
Executive Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit 2.1
Agreement and Plan of Merger, dated as of February 20, 2013, by and among Office Depot, Inc., Dogwood Merger Sub Inc., Dogwood Merger Sub LLC, Mapleby Holdings Merger Corporation, Mapleby Merger Corporation and OfficeMax
Incorporated (incorporated by reference from Office Depot, Inc.'s Current Report on Form 8-K, filed with the SEC on February 22, 2013) (the Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the
SEC upon request)
Exhibit 3.1
Amended and Restated Bylaws of Office Depot, Inc.
Exhibit 99.1
Consolidated financial statements of Office Depot de México, S. A. de C. V. and Subsidiaries
Exhibit 99.2
First Amendment to Agreement and Plan of Merger, dated as of February 20, 2013, by and among Office Depot, Inc., Dogwood Merger Sub Inc., Dogwood Merger Sub LLC, Mapleby Holdings Merger Corporation, Mapleby Merger Corporation and
OfficeMax Incorporated
Exhibit 99.3
Press release dated November 5, 2013