Office Depot enters definitive agreement to sell European business
In a regulatory filing, Office Depot disclosed that on November 22, the company entered into a definitive sale and purchase agreement to sell the company's European business operations. The annual revenue for the OD European Business is approximately EUR2B. The transaction is structured as an equity sale, for nominal consideration, with the purchasers acquiring the OD European Business with its assets and liabilities. The SPA contains customary warranties of Office Depot Foreign Holdings and the Purchasers. Subject to certain exceptions, these warranties will survive for a period from 12 months to 5 years following the closing of the Transaction. In the event of a breach, Office Depot Foreign Holdings may be subject to a claim for damages, which, in some cases, would be subject to certain limitations. Office Depot Foreign Holdings' aggregate liability for all warranty and indemnity claims under the SPA is limited in aggregate to EUR10M related to the OD European Business. The transaction is expected to close by the end of the calendar year, subject to the purchasers obtaining necessary regulatory approval. Until the closing date, the company has agreed to operate the OD European Business in the ordinary course. The company may provide certain transitional services to the purchasers for a limited period of time following the closing. As previously reported on September 23, Office Depot announced that it intended to sell its European business to The AURELIUS Group.