The settlement date for Notes validly tendered on or before the Early Tender Date will occur promptly following the Early Tender Date and is expected to be January 22, 2013. The settlement date, if necessary, for Notes validly tendered after the Early Tender Date and on or before the Expiration Date will occur promptly following the Expiration Date and is expected to be February 5, 2013, assuming that the Expiration Date is not extended. Staples will pay accrued and unpaid interest from and including the last interest payment date applicable to the Notes up to, but not including, the applicable settlement date for Notes accepted for purchase.
Tendered Notes may be withdrawn from the tender offer at or prior to 5:00 p.m., New York City time, on January 18, 2013 (such date and time, as it may be extended, the “Withdrawal Deadline”). Holders of Notes who validly tender their Notes after the Withdrawal Deadline but before the Expiration Date may not withdraw their Notes except in the limited circumstances described in the Offer to Purchase.
The “Total Consideration” for each $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Date and accepted for purchase pursuant to the tender offer will be determined by reference to the fixed spread (the “Fixed Spread”) specified in the table above for the Notes over the yield (the “Reference Yield”) based on the bid-side price of the U.S. Treasury Security specified in the table above (the “Reference Treasury Security”), as calculated by Barclays Capital Inc. and BofA Merrill Lynch at 1:00 p.m., New York City time, on January 18, 2013. The Total Consideration also includes the Early Tender Premium.
The tender offer is conditioned upon the satisfaction of certain conditions, including the company’s receipt of funds sufficient to pay the Total Consideration (and the Tender Offer Consideration as applicable) with respect to the Notes. Subject to applicable law, Staples may also terminate the tender offer at any time before the Expiration Date in its sole discretion.
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