This report is based on the following source document(s) Indenture, dated August 28, 2017 General Terms Issuer Staples, Inc., a Delaware corporation Guarantors/ Security Guarantors : The same subsidiary guarantors that guarantee Staples ABL Facility and Term Loan. Future Guarantors : Restricted that guarantee any Credit Facility debt or Capital Markets Indebtedness in excess of $25 million must guarantee the Notes. Collateral : Unsecured. Permitted Holders Sycamore Partners Management, L.P., its affiliates, other than portfolio companies, certain investors owning equity of Arch Parent Inc. on the Escrow Release Date and management investors. Issuer Counsel Kirkland & Ellis LLP Indenture Trustee Wells Fargo Bank, National Association Series of Notes $1 billion of initial 8.5% Senior Notes Due 2025. Make Whole Redemption Equity Clawback Make Whole available prior to Sept. 15, 2020 (calculated using T plus 50 bps). Equity clawback available prior to Sept. 15, 2020, for up to 40% of the Senior Notes at 108.5 (at least 50% of original principal amount must remain outstanding) within 180 days of the Equity Offering. "Equity Offering" is not limited to public equity offerings. On and after September 15, 2020, Issuer can redeem Notes at a price equal to: Call Schedule 2020, 104.25%; 2021, 102.125%; and 2022 and thereafter, 100%. Change of Control Offer 101% Put Option upon a Change of Control. Change of Control Change of Control Staples becomes aware of group, other than Permitted Holders, acquiring more than 50% of voting power of Issuer. Sale of all or substantially all assets of Staples and restricted subsidiaries, other than to Permitted Holders.
Drag-Along Rights In connection with any tender offer or other offer to purchase all of the 2025 Senior Notes, including a CoC offer, if Holders of 90% participate, Staples may redeem all remaining notes at the tender offer price. Negative Covenants The negative covenants apply to Staples and the restricted subsidiaries (other than the liens covenant which only apply to Staples and the guarantors). Staples can designate a restricted subsidiary as an unrestricted subsidiary, subject to: 1. No Default or Event of Default 2. The subsidiary does not incur debt with recourse to Issuer and restricted subsidiaries. 3. The subsidiary does not hold equity, debt or liens of Issuer and restricted subsidiaries. 4. The designation is permitted under the Restricted Payments covenant EBITDA/Cash Netting Financial Definitions EBITDA add-backs include restructuring charges, relocation costs and other business optimization expenses. Add-backs also include projected net cost savings from acquisitions, dispositions and other transactions not to exceed 25% of EBITDA. Cost savings can be projected from actions that have either been taken, with respect to which substantial steps have been taken or are expected to be taken within six fiscal quarters after any transaction. All unrestricted cash is permitted to be netted from debt. Credit Facilities Credit Facilities Basket Liens Basket Debt and Liens $2.9 billion under the Term Loan, plus debt under the ABL Facility not to exceed the greater of $1.2 billion and the borrowing base, plus Permitted Incremental Amount. Permitted Incremental Amount is the greater of $850 million and 85% of EBITDA, plus additional amounts in compliance with a 3x secured leverage ratio. No corresponding liens basket; liens securing the Term Loan and ABL Facility likely deemed permitted under the existing liens basket. Definition of Credit Facilities Includes bank and capital markets debt. Existing Debt/Existing Liens Existing Debt : Excludes Credit Facilities debt and the 2025 Notes. Existing Liens : Liens existing on the Escrow Release Date. Ratio Debt : Compliance with a 2x FCCR. Ratio Debt/Leverage Liens Such debt incurred by non-guarantor restricted subsidiaries may not exceed the greater of $250 million and 25% of EBITDA. 2
Leverage Liens : Any permitted debt may be secured, subject to compliance with a 3x secured leverage ratio. Acquisition Debt General Debt/General Liens Non-Guarantor Restricted Contribution Debt Sale and Lease-Back Transactions Purchase Money Refinancing Restrictions Reclassification Greater of $200 million and 20% of EBITDA or unlimited if $1 of additional Ratio Debt can be incurred or the FCCR would not be less than ratio before incurrence; may be secured by the assets of the acquired entity. General Debt : Greater of $250 million and 25% of EBITDA; may be secured by a corresponding liens basket. General Liens : Greater of $250 million and 25% of EBITDA. Greater of $250 million and 25% of EBITDA; may be secured by the asset of non-guarantor restricted subsidiaries. 200% of contributions to the Staples capital, to the extent such proceeds have not been used to make Restricted Payments from the Builder Basket; such debt may be secured by a corresponding liens basket. Greater of $250 million and 25% of EBITDA; may be secured by a corresponding liens basket. Greater of $175 million and 17.5% of EBITDA; may be secured by a corresponding liens basket. Subordinated debt may not be refinanced with senior debt; there are no explicit restrictions that would prohibit unsecured debt from being refinanced with secured debt or junior lien debt being refinanced with senior lien debt, subject to liens availability. Debt outstanding under Credit Facilities on the Escrow Release Date will be deemed incurred under the Credit Facility debt basket and may not be reclassified. The following table illustrates Staples leverage-based debt capacity under certain baskets mentioned above: Incremental Leverage-Based Debt Capacity Based on our calculations above, Staples can incur about $479 million of additional pari debt under the leverage-based Permitted Incremental Amount basket and at least $850 million under the fixed basket component. Comments Given $2.7 billion of outstanding term loans under the Term Loan, the Credit Facilities debt basket likely permits about $1.5 billion of additional secured debt, plus permits Staples to fully draw on the revolver. The General Debt basket (and corresponding liens basket) provides Staples with 3
an additional $250 million of secured debt and the General Liens basket can be used to secure $250 million of Ratio Debt. Taken together, in addition to fully drawing on the revolver, assuming Staples uses its capacity under the leverage-based Permitted Incremental Amount basket first, the 2025 Notes likely permit Staples to incur at least $2 billion of additional secured debt, plus additional unsecured Ratio Debt. Restricted Payments Restricted Debt Payment subordinated debt. Builder Basket Leverage-Based Restricted Post-IPO Restricted Payments out of the Builder Basket is $1 of additional Ratio Debt can be incurred and no Event of Default. Builder basket is based on 50% of Consolidated Net Income (starting with the FQ in which the issue date occurs), plus other typical amounts, including cash contributions, plus $150 million. Compliance with a 2.75x leverage ratio. Sum of 6% per annum of proceeds received by Staples, plus 5% per annum of market capitalization. General Restricted Payments Declined Asset Sale Proceeds Unrestricted Greater of $150 million and 15% of EBITDA. Prepayments of Restricted Debt with declined asset sale proceeds. Distributions of equity of unrestricted subsidiaries. Restricted payments using proceeds of Excluded Contributions. Excluded Contributions Excluded Contributions includes contributions to Staples common equity capital that has been designated in an Officer s Certificate as an Excluded Contribution. Restricted Acquisitions Investments within the restricted group, including to non-guarantor restricted subsidiaries. Acquisitions of entities that become, or are merged into, a restricted subsidiary. Permitted Investments Similar Business Greater of $250 million and 25% of EBITDA. General Investments Greater of $150 million and 15% of EBITDA. Leverage-Based Investments Unrestricted Compliance with a 3x leverage ratio. Greater of $150 million and 15% of EBITDA. 4
Comments Unlike the Term Loan, the 2025 Notes Post-IPO dividends basket based on market capitalization is limited to an annual dividend. Carve-Outs to Definition of Asset Sale Individual Asset Sale Exclusion Additional Aggregate Asset Sale Exclusion Restricted Group Asset Sales Assets sold for fair market value for less than the greater of $15 million and 1.5% of EBITDA. Assets sold for fair market value not to exceed $35 million. Asset sales within the restricted group, including to non-guarantor restricted subsidiaries. General Permitted Asset Sales Unrestricted Dispositions of equity of unrestricted subsidiaries. Asset Sales, subject to fair market value test and as long as 75% of consideration consists of cash (which includes assumption of non-payment subordinated debt; greater of $75 million and 7.5% of EBITDA of non-cash consideration will be considered cash). Within 450 days, Issuer will apply 100% of proceeds or, if Total Net Leverage Ratio is equal to or greater than 2.5x, but less than 3x, 50% or, if Total Net Leverage Ratio is less than 2.5x, 0% to: Repay: Debt under Credit Facilities incurred under Credit Facility debt basket (with permanent reduction of revolving commitments if revolver is repaid); Application of Proceeds Secured debt of Issuer or restricted subsidiary; 2025 Notes or other non-payment subordinated debt (with pro rata repayment of the Notes at 100%); or Debt of non-guarantor restricted subsidiaries or other non-credit party. Make capital expenditures or investments in useful or replacement assets (with additional 180 days if committed to be used within 450 day period). Excess Proceeds $75 million is applied to repay the 2025 Notes and other pari passu debt on pro rata basis at par. If holders decline an asset sale offer, such "Declined Excess Proceeds" builds up the Builder Basket. Fundamental Changes If no Default, Staples may merge with third parties as long as it survives or the surviving entity is organized in the U.S. and assumes Staples obligations under the 2025 Notes, if $1 of additional Ratio Debt can be incurred or the FCCR is not less than the ratio prior to the transaction. 5
Suspended Covenants Unrestricted Trigger/Release Fall-Away Covenant Debt, Restricted Payments, Dividend Blockers, Asset Sales, Affiliate Transactions, Future Guarantees compliance with the FCCR for mergers and guarantor mergers. Existing Guarantees are automatically released. Unrestricted subsidiaries may not be designated during suspension period. Trigger : Notes are rated investment grade and no Default. Release : Subsequent downgrade below investment grade. Events of Default Events of Default, Amendments, Assignments Events of Default Waive Default Acceleration Amendments Voting Events of default include $100 million cross-acceleration/cross-principal payment at final maturity. Holders of a majority of the 2025 Note balance may waive default. Holders of 30% of the 2025 Note balance may accelerate. 50% for amendments and waivers (does not explicitly exclude 2025 Notes held by affiliates). 100% for fundamental matters (explicitly includes 2025 Notes held by affiliates). Reorg Research, Inc. makes no representation or warranty, express or implied, as to the completeness or accuracy of this information and assumes no responsibility to update this information. This information is not, and should not be construed as, an offer to sell or the solicitation of an offer to buy any securities. The information contained in this report is provided for informational purposes only and should not be construed as legal, investment, accounting or other professional services advice on any subject matter. Receipt of this report does not create an attorney-client relationship with Reorg Research. Reorg Research, Inc. does not act as a broker, dealer or investment adviser. Prior to making any investment decision, you are advised to consult with your broker, investment adviser, or other appropriate tax or financial professional to determine the suitability of any investment. Reorg Research, Inc. shall not be responsible or have any liability for investment decisions based upon, or the results obtained from, the information provided. 6