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SPLS > SEC Filings for SPLS > Form 8-K on 21-Jan-2009All Recent SEC Filings

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Form 8-K for STAPLES INC


21-Jan-2009

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Ex


Item 1.01. Entry into a Material Definitive Agreement

On January 15, 2009, Staples, Inc. ("Staples") notified its lenders that, effective January 15, 2009, in accordance with the mandatory commitment reduction provisions under Staples' existing credit agreement, dated April 1, 2008, by and among Staples, Barclays Bank PLC and the other lenders listed therein (the "Credit Agreement"), Staples' total commitment amount under the Credit Agreement was reduced from $2.75 billion to $1.261 billion. The reduction was made pursuant to the Credit Agreement's mandatory commitment reduction provisions in connection with the receipt of proceeds from the offering of the Notes described below.

As a result of the change, availability under Staples' existing commercial paper program is now approximately $2 billion. The program is backstopped by the Credit Agreement and Staples' existing $750 million revolving credit facility entered into in October 2006. The letter sent to the lenders in connection with the reduction of the total commitment is filed as Exhibit 10.1 and is incorporated herein by reference.



Item 8.01. Other Events.

On January 15, 2009, Staples issued $1.5 billion aggregate principal amount of 9.750% senior notes due 2014 (the "Notes"), in a public offering pursuant to a registration statement on Form S-3 (File No. 333-155855) filed with the Securities and Exchange Commission. The sale of the Notes was made pursuant to the terms of an underwriting agreement (the "Underwriting Agreement"), dated January 12, 2009 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. Staples received net proceeds, after the underwriting discount and estimated fees and expenses, of $1.489 billion.

The Notes were issued under an Indenture dated as of January 15, 2009 (the "Indenture") among Staples, the Subsidiary Guarantors (as defined below) and HSBC Bank USA, National Association, as trustee.

Staples' obligations under the Notes and the Indenture are 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.

The Underwriting Agreement has been previously filed. The Indenture and form of Note are filed as exhibits hereto.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

See Exhibit Index attached hereto.


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