Fitch: Office Supply Merger Moderately Positive for Staples

  Fitch: Office Supply Merger Moderately Positive for Staples

Business Wire

NEW YORK -- February 21, 2013

Fitch views the potential merger between Office Depot (ODP) and Office Max
(OMX) to be moderately positive for Staples in the short to medium term based
on the continued top line weakness at the two merging companies. We believe
that weakness could be exacerbated by merger-related disruptions and
potentially by accelerated store closings. The merger is expected to close by
the end of calendar 2013 and is subject to shareholder and regulatory
approval.

This merger (of the second and third largest players in the office supplies
store chains) will create a combined entity with $17.6 billion in sales and
almost 2,200 stores, which is below Staples' $24.4 billion in sales on a base
of 2,290 units. Domestically, the combined entity will have close to 2,000
stores with over $13.0 billion in sales (both retail and delivery) versus
1,900 at Staples with sales of around $16.6 billion.

We believe consolidation of the second and third office supply chains may
alleviate some competitive pressure in the Staples' North American Retail
segment in the near term as the combined entity continues to rationalize its
footprint through store closures on top of any mandated Federal Trade
Commission (FTC) closures. ODP and OMX have closed about 10% (approximately
250 units) of their 2008 footprint versus relatively flat units at Staples.

Not unlike some other specialty retail areas, the overall traditional office
supply segment continues to face long-term structural challenges given an
increased offering of products in alternative channels such as online and mass
merchants. Taking the heightened competition and broader product and service
offerings at the large office supply retailers into consideration, ODP and OMX
could potentially face fewer challenges from the regulatory agencies versus
Staples when its attempt to acquire ODP was obstructed by the FTC in 1997.

Staples' business has been fairly resistant over the past five years, while
other traditional players have faltered. Staples' core business has continued
to show modest top line growth (excluding the addition of Corporate Express in
2008, which added about $4 billion in revenue) and EBITDA has been relatively
flat - in the range of $2.1 billion to $2.3 billion. However, ODP's top line
shrunk to $10.7 billion in 2012 from $15.5 billion in 2007, or a negative 7.2%
on a compounded annual growth rate (CAGR), while its EBITDA was more than
halved during the same period to $300 million at a 2.8% EBITDA margin. OMX
fared somewhat better on the top line, which contracted to $6.9 billion in
2012 from $9.1 billion in 2007, or a negative CAGR of 5.3%, while EBITDA also
more than halved to $213 million. We note that while the business delivery
segments have seen some stabilization since 2009, the retail segments for both
these companies remain under significant pressure.

The ODP-OMX merged entity would have proforma 2012 EBITDA of just over $500
million, or 2.9% of sales, significantly lower than Staples' 8.6% margin. The
companies expect to realize significant cost-related synergies of $400 million
to $600 million, which would equate to 230 to 340 basis points on 2012 pro
forma sales. However, we believe continued top line weakness, potential
operating disruptions, and the significant costs associated with achieving
these synergies ($350 to $450 million and $200 million in incremental capex)
could offset much of these benefits. In addition, Staples has a stronger
balance sheet and credit metrics with leverage expected to remain at 2.8x to
3.0x and free cash flow (FCF) expected to in the $500 to $700 million range
over the next few years. While the combined ODP-OMX entity has over $1 billion
in available cash and more than $1 billion via its revolving credit facilities
on a proforma 2012 basis, the entity would be levered in the mid to 5.0x range
and generates minimal FCF.

Additional information is available on www.fitchratings.com.

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