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SPLS > SEC Filings for SPLS > Form 8-K on 26-Mar-2009All Recent SEC Filings

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Form 8-K for STAPLES INC


26-Mar-2009

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


Item 1.01. Entry into a Material Definitive Agreement

On March 24, 2009, Staples, Inc. ("Staples") notified its lenders that, effective March 27, 2009, in accordance with the 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 would be reduced from $1,261 million to $761 million. The reduction was made 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 $1.5 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 hereto and is incorporated herein by reference.



Item 8.01. Other Events.

On March 24, 2009, 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 $500 million aggregate principal amount of 7.750% senior notes due 2011, 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 underwriting fees and estimated expenses, of approximately $497.5 million. The offering of the senior notes is expected to close on March 27, 2009, subject to customary closing conditions.

The senior notes will be issued pursuant to an indenture dated as of 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 Indenture. The Indenture has been previously filed, and the Underwriting Agreement is filed as Exhibit 1.1 hereto. The 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 March 26, 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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