(1) Per $1,000 principal amount of Notes validly tendered.
(2) Based upon a Reference Yield (as defined below) of 0.181% as of 1:00 p.m., New York City time, on January 4, 2013 and the resulting tender offer yield of 0.681%; excludes accrued and unpaid interest. The Hypothetical Total Consideration includes the Early Tender Premium.
Staples reserves the right, but is under no obligation, to increase the Maximum Tender Amount at any time, subject to compliance with applicable law. If holders of Notes validly tender Notes in an aggregate principal amount in excess of the Maximum Tender Amount, Staples will accept for purchase an amount of Notes equal to such Maximum Tender Amount and will pay holders of such validly tendered Notes in accordance with the proration procedures set forth in the Offer to Purchase.
The tender offer will expire at 11:59 p.m., New York City time, on February 4, 2013 (such date and time, as it may be extended, the “Expiration Date”), unless extended or earlier terminated. Holders of Notes that are validly tendered at or prior to 5:00 p.m., New York City time, on January 18, 2013 (the “Early Tender Date”) and accepted for purchase will receive the Total Consideration (as defined below and in the Offer to Purchase), which includes the early tender premium (the “Early Tender Premium”) set forth in the table above. Holders tendering Notes after the Early Tender Date but before the Expiration Date will be eligible to receive only the tender offer consideration (the “Tender Offer Consideration”), which will equal the Total Consideration less the Early Tender Premium. Because Staples intends to accept for payment all Notes validly tendered before the Early Tender Date, subject to the Maximum Tender Amount and the other terms and conditions described in the Offer to Purchase, and will only prorate acceptance of such Notes if the aggregate amount of Notes tendered exceeds the Maximum Tender Amount, there is no assurance as to the amount of Notes, if any, that Staples will accept that are tendered after the Early Tender Date. No tenders submitted after the Expiration Date will be valid.