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SPLS > SEC Filings for SPLS > Form 8-K on 14-Jan-2009All Recent SEC Filings

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Form 8-K for STAPLES INC


14-Jan-2009

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

On January 12, 2009, Staples, Inc. ("Staples") and the Subsidiary Guarantors (as defined below) entered into an underwriting agreement (the "Underwriting Agreement") with Barclays Capital Inc., Banc of America Securities LLC and HSBC Securities (USA) Inc., as representatives of the several underwriters named in the Underwriting Agreement, for the sale by Staples of $1.5 billion aggregate principal amount of 9.750% senior notes due 2014, in a public offering pursuant to a registration statement on Form S-3 (File No. 333-155855) and a related preliminary prospectus supplement and prospectus supplement filed with the Securities and Exchange Commission.

Staples expects to receive net proceeds, after the underwriting discount, of approximately $1.491 billion. The offering of the senior notes is expected to close on January 15, 2009, subject to customary closing conditions.

The senior notes will be issued pursuant to an indenture to be dated on or about January 15, 2009 (the "Indenture") among Staples, the Subsidiary Guarantors and HSBC Bank USA, National Association, as trustee.

Staples' obligations under the senior notes and the Indenture will be unconditionally guaranteed on an unsecured unsubordinated basis by Staples the Office Superstore, LLC, Staples the Office Superstore East, Inc., Staples Contract & Commercial, Inc. and Staples the Office Superstore, Limited Partnership (collectively, the "Subsidiary Guarantors").

The above description of the Underwriting Agreement and the Indenture is qualified in its entirety by reference to the Underwriting Agreement and the form of Indenture. The form of Indenture has been previously filed, and the Underwriting Agreement is filed as an exhibit hereto. The form of Indenture and the Underwriting Agreement are incorporated herein by reference.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to Staples, has issued an opinion to Staples, dated January 14, 2009, regarding the legality of the senior notes and the guarantees upon issuance thereof. A copy of the opinion as to legality is filed as Exhibit 5.1 hereto.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

See Exhibit Index attached hereto.


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