Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ODP Corp: Certificate of incorporation amended and restated in connection with merger closing.
- Change
- charter amendment
Exact text from the filing
ODP’s certificate of incorporation was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”)
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M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
ODP Corp underwent a change of control involving ACR Ocean Resources LLC (Parent) and Vail Holdings 1, Inc. (Merger Sub) for Merger Consideration as defined in the Merger Agreement (closed 2025-12-10).
- Action
- change of control
- Counterparty
- ACR Ocean Resources LLC (Parent) and Vail Holdings 1, Inc. (Merger Sub)
- Consideration
- Merger Consideration as defined in the Merger Agreement
- Closing
- 2025-12-10
Exact text from the filing
On December 10, 2025, pursuant to the Merger Agreement, Merger Sub merged with and into ODP (the “Merger”), the separate corporate existence of Merger Sub ceased, and ODP was the surviving corporation in the Merger (the “Surviving Corporation”) and, as a result, is now a wholly owned subsidiary of Parent.
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Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
ODP Corp amended First Amendment to Fourth Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders valued at Amendment to credit agreement to modify the definition of Change in Control to permit the Merger (effective 2025-12-10).
- Action
- amendment
- Agreement
- credit facility
- Counterparty
- JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders
- Value
- Amendment to credit agreement to modify the definition of Change in Control to permit the Merger
- Effective
- 2025-12-10
Exact text from the filing
In connection with the consummation of the Merger, on December 10, 2025, ODP, ODP Investment, LLC, Office Depot, LLC and Grand & Toy Limited/Grand & Toy Limitée, as the borrowers, entered into a First Amendment to Fourth Amended and Restated Credit Agreement (the “Amendment”) which amends that certain Fourth Amended and Restated Credit Agreement, dated as of May 9, 2024 (the “Existing Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party to that Existing Credit Agreement. The Amendment effects, among other changes, certain modifications to the definition of the term “Change in Control” contained in the Existing Credit Agreement to permit the consummation of the Merger.
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