Item 7.01. Regulation FD Disclosure.
As disclosed in The ODP Corporation's (the "Company") press release attached as
Exhibit 99.1 to this Current Report on Form 8-K, on November 15, 2021, the
Company announced that its Board of Directors approved an increase to the
aggregate amount of common stock the Company may repurchase under the Company's
current share repurchase program to $450.0 million, an increase of
$150.0 million. The stock repurchase program expires on June 30, 2022.
The information furnished pursuant to Item 7.01 in this Current Report on Form
8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, and shall not be
deemed incorporated by reference into any filing made by the Company under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in any such filing.
Item 8.01. Other Events.
The Company also disclosed that it has entered into accelerated share repurchase
plan agreements ("ASR Agreements") with each of Goldman Sachs & Co. LLC and
JPMorgan Chase Bank, National Association (the "Dealers"). Under the ASR
Agreements, the Company will make an initial payment of $150.0 million in cash
and will receive an initial aggregate delivery of approximately 2.8 million
shares of the Company's Common Stock ("Common Stock") by November 18, 2021. The
total number of shares of Common Stock to ultimately be purchased by the Company
under the ASR Agreements will generally be based on the average of the daily
volume-weighted average prices of the Common Stock during the term of the ASR
Agreements. Upon final settlement of each ASR Agreement, the Company may be
entitled to receive additional shares of Common Stock from the relevant Dealer
or, under certain circumstances specified in such ASR Agreement, the Company may
be required to deliver shares of Common Stock or make a cash payment, at its
option, to the relevant Dealer. The ASR Agreements contain provisions customary
for agreements of this type, including provisions for adjustments to the
transaction terms, the circumstances generally under which the ASR Agreements
may be accelerated, extended or terminated early by the applicable Dealer and
various acknowledgments, representations and warranties made by the parties to
one another. Each ASR Agreement is scheduled to expire in the first or second
quarter 2022, but may conclude earlier at the option of the applicable Dealer.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit 99.1 Press release of The ODP Corporation, dated November 16, 2021.
Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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