ODP Corp ODP

election_required = True...e owner of fewer than 100 Shares in the aggregate, whether such Shares are owned beneficially or of record, if you validly tender all of these Shares at or below the Purchase Price prior to the Expiration Time (and do not validly withdraw such Shares) and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the Offer are satisfied or waived, we will purchase all of your Shares without subjecting them to proration. This preference is not available to partial tenders or to holders of 100 or more Shares in the aggregate, whether such Shares are owned beneficially o...

expiry = 2022-08-12...ck for an Aggregate Purchase Price of Not More Than $300,000,000 at a Purchase Price Not Less Than $31.50 Per Share Nor Greater Than $36.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON AUGUST 12, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”). The ODP Corporation, a Delaware corporation (“ODP,” the “Company,” “we,” “our” or “us”), is offering to purchase for cash shares of its...

listed = True...der our revolving credit facility. The Offer is not conditioned upon any minimum number of Shares being tendered and is not subject to any financing condition. The Offer is, however, subject to a number of other terms and conditions. See Section 7. Our Shares are listed on the Nasdaq Global Select Market (“NASDAQ”) and trade under the symbol “ODP.” On July 15, 2022, the reported closing price of Shares on NASDAQ was $31.51 per Share, which is above the $31.50 per Share lower end of the price range for the Offer. Accordingly, an election to accept the Purchase Price determined in the Offer may lower the Purchase Price to a price below such...

mechanism = DUTCH...s? The issuer of the Shares, The ODP Corporation, is offering to purchase Shares pursuant to the Offer. What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting the Offer by means of a procedure commonly called a “modified Dutch auction.” On the terms and subject to the conditions of the Offer, we are offering to purchase for cash Shares at prices not less than $31.50 nor greater than $36.00 per Share, less any applicable withholding taxes and without interest. We are offering to purchase Shares having an aggregate purchase price of no more than $300,000,000. Promptly a...

must_tender_all = True...asured at the maximum price at which such Shares were validly tendered, have been validly tendered and not validly withdrawn prior to the Expiration Time, we will purchase Shares: • first, from all holders of “odd lots” (persons who own fewer than 100 Shares) who validly tender all of their Shares at or below the Purchase Price and do not validly withdraw them prior to the Expiration Time (for the avoidance of doubt: tenders of less than all of the Shares owned by an “odd lot” holder will not qualify for this preference); • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis from all ot...

price = USD 31.5-36.0...$300,000,000. After the Expiration Time, we will, on the terms and subject to the conditions of the Offer, determine a single price per Share (the “Purchase Price”), which will be not less than $31.50 and not more than $36.00 per Share, that we will pay for Shares validly tendered in the Offer and not validly withdrawn. The Purchase Price will be the lowest price per Share of not less than $31.50 and not more than $36.00 per Share, less any...

priority = True...ed and Shares having an aggregate purchase price in excess of $300,000,000, measured at the maximum price at which such Shares were validly tendered, have been validly tendered and not validly withdrawn prior to the Expiration Time, we will purchase Shares: • first, from all holders of “odd lots” (persons who own fewer than 100 Shares) who validly tender all of their Shares at or below the Purchase Price and do not validly withdraw them prior to the Expiration Time (for the avoidance of doubt: tenders of less than all of the Shares owned by an “odd lot” holder will not qualify for this preference); • second, subject to the conditional tender provisions describe...

threshold = 100...egate purchase price in excess of $300,000,000, measured at the maximum price at which such Shares were validly tendered, have been validly tendered and not validly withdrawn prior to the Expiration Time, we will purchase Shares: • first, from all holders of “odd lots” (persons who own fewer than 100 Shares) who validly tender all of their Shares at or below the Purchase Price and do not validly withdraw them prior to the Expiration Time (for the avoidance of doubt: tenders of less than all of the Shares owned by an “odd lot” holder will not qualify for this preference); • second, subject to the conditional tender provisions described in Se...

txn_type = CONSOLIDATION...3, 2022. To the extent indicated in the table below, Shares beneficially owned by a person include Shares of which the person has the right to acquire beneficial ownership within 60 days after July 13, 2022. All Share numbers have been adjusted to reflect our reverse stock split effective on June 30, 2020. 34 Table of Contents Information with respect to beneficial ownership has been furnished by each director and executive officer, and with respect to beneficial owners of more than 5% of our Shares, by filings made with the SEC by them. Beneficial ownership is determined in accordance with the rules of the SEC....