-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U3LwOHv9ykSUBx6Xz37KLnW/wAWm9rLGOWZAbuNQmtJ7CEzaal4QyfvLG8ohepk2 GoLevguiia4017h9/Z9joQ== 0001181431-09-034044.txt : 20090706 0001181431-09-034044.hdr.sgml : 20090703 20090705160849 ACCESSION NUMBER: 0001181431-09-034044 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090623 FILED AS OF DATE: 20090702 DATE AS OF CHANGE: 20090705 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OFFICE DEPOT INC CENTRAL INDEX KEY: 0000800240 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 592663954 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 BUSINESS ADDRESS: STREET 1: 6600 NORTH MILITARY TRAIL CITY: BOCA RATON STATE: FL ZIP: 33496 BUSINESS PHONE: 561-438-4800 MAIL ADDRESS: STREET 1: 6600 NORTH MILITARY TRAIL CITY: BOCA RATON STATE: FL ZIP: 33496 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CIE Management II Ltd CENTRAL INDEX KEY: 0001467287 STATE OF INCORPORATION: XX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 09929150 BUSINESS ADDRESS: STREET 1: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LMBO Europe SAS CENTRAL INDEX KEY: 0001467289 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 09929148 BUSINESS ADDRESS: STREET 1: 54 AVENUE MARCEAU CITY: PARIS STATE: I0 ZIP: 75008 BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: 54 AVENUE MARCEAU CITY: PARIS STATE: I0 ZIP: 75008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-32 CENTRAL INDEX KEY: 0001467314 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 09929146 BUSINESS ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-33 CENTRAL INDEX KEY: 0001467315 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 09929144 BUSINESS ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-34 CENTRAL INDEX KEY: 0001467316 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 09929140 BUSINESS ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O CIE MANAGEMENT II LIMITED STREET 2: HERITAGE HALL, LE MARCHANT STREET CITY: ST. PETER PORT, GUERNSEY STATE: X0 ZIP: GY1 4HY REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-35 SC CENTRAL INDEX KEY: 0001467317 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 09929138 BUSINESS ADDRESS: STREET 1: C/O LMBO EUROPE SAS STREET 2: 54 AVENUE MARCEAU CITY: PARIS STATE: I0 ZIP: 75008 BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O LMBO EUROPE SAS STREET 2: 54 AVENUE MARCEAU CITY: PARIS STATE: I0 ZIP: 75008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-36 SC CENTRAL INDEX KEY: 0001467318 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 09929136 BUSINESS ADDRESS: STREET 1: C/O LMBO EUROPE SAS STREET 2: 54 AVENUE MARCEAU CITY: PARIS STATE: I0 ZIP: 75008 BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O LMBO EUROPE SAS STREET 2: 54 AVENUE MARCEAU CITY: PARIS STATE: I0 ZIP: 75008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-37 SC CENTRAL INDEX KEY: 0001467319 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 09929134 BUSINESS ADDRESS: STREET 1: C/O LMBO EUROPE SAS STREET 2: 54 AVENUE MARCEAU CITY: PARIS STATE: I0 ZIP: 75008 BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O LMBO EUROPE SAS STREET 2: 54 AVENUE MARCEAU CITY: PARIS STATE: I0 ZIP: 75008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-38 SC CENTRAL INDEX KEY: 0001467320 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 09929153 BUSINESS ADDRESS: STREET 1: C/O LMBO EUROPE SAS STREET 2: 54 AVENUE MARCEAU CITY: PARIS STATE: I0 ZIP: 75008 BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O LMBO EUROPE SAS STREET 2: 54 AVENUE MARCEAU CITY: PARIS STATE: I0 ZIP: 75008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC European Capital VIII-39 SC CENTRAL INDEX KEY: 0001467321 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 09929152 BUSINESS ADDRESS: STREET 1: C/O LMBO EUROPE SAS STREET 2: 54 AVENUE MARCEAU CITY: PARIS STATE: I0 ZIP: 75008 BUSINESS PHONE: 44 (1481) 750304 MAIL ADDRESS: STREET 1: C/O LMBO EUROPE SAS STREET 2: 54 AVENUE MARCEAU CITY: PARIS STATE: I0 ZIP: 75008 3 1 rrd247307.xml FORM 3 X0203 3 2009-06-23 0 0000800240 OFFICE DEPOT INC ODP 0001467314 BC European Capital VIII-32 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT, GUERNSEY GY1 4HY 0 0 0 1 Mbr 13d grp owning mre thn 10% 0001467315 BC European Capital VIII-33 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT, GUERNSEY GY1 4HY 0 0 0 1 Mbr 13d grp owning mre thn 10% 0001467316 BC European Capital VIII-34 HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT, GUERNSEY GY1 4HY 0 0 0 1 Mbr 13d grp owning mre thn 10% 0001467317 BC European Capital VIII-35 SC 54 AVENUE MARCEAU PARIS, FRANCE 75008 0 0 0 1 Mbr 13d grp owning mre thn 10% 0001467318 BC European Capital VIII-36 SC 54 AVENUE MARCEAU PARIS, FRANCE 75008 0 0 0 1 Mbr 13d grp owning mre thn 10% 0001467319 BC European Capital VIII-37 SC 54 AVENUE MARCEAU PARIS, FRANCE 75008 0 0 0 1 Mbr 13d grp owning mre thn 10% 0001467320 BC European Capital VIII-38 SC 54 AVENUE MARCEAU PARIS, FRANCE 75008 0 0 0 1 Mbr 13d grp owning mre thn 10% 0001467321 BC European Capital VIII-39 SC 54 AVENUE MARCEAU PARIS, FRANCE 75008 0 0 0 1 Mbr 13d grp owning mre thn 10% 0001467287 CIE Management II Ltd HERITAGE HALL, LE MARCHANT STREET ST. PETER PORT, GUERNSEY GY1 4HY 0 0 0 1 Mbr 13d grp owning mre thn 10% 0001467289 LMBO Europe SAS 54 AVENUE MARCEAU PARIS, FRANCE 75008 0 0 0 1 Mbr 13d grp owning mre thn 10% Series A Preferred Stock 5.00 2009-06-23 Common Stock 2800 D Series A Preferred Stock 5.00 2009-06-23 Common Stock 54919200 I See Footnote Series B Preferred Stock 5.00 Common Stock 800 D Series B Preferred Stock 5.00 Common Stock 15080800 I See Footnote Series A Preferred Stock 5.00 2009-06-23 Common Stock 1000 D Series A Preferred Stock 5.00 2009-06-23 Common Stock 54919200 I See Footnote Series B Preferred Stock 5.00 Common Stock 200 D Series B Preferred Stock 5.00 Common Stock 15080800 I See Footnote Series A Preferred Stock 5.00 2009-06-23 Common Stock 1000 D Series A Preferred Stock 5.00 2009-06-23 Common Stock 54919200 I See Footnote Series B Preferred Stock 5.00 Common Stock 200 D Series B Preferred Stock 5.00 Common Stock 15080800 I See Footnote Series A Preferred Stock 5.00 2009-06-23 Common Stock 28000 D Series A Preferred Stock 5.00 2009-06-23 Common Stock 54919200 I See Footnote Series B Preferred Stock 5.00 Common Stock 7600 D BC European Capital VIII-32, a United Kingdom limited partnership, is the record owner of 14 shares of 10% Series A Redeemable Convertible Participating Perpetual Preferred Stock (the "Series A Preferred Stock"), which were convertible into 2,800 shares of the Common Stock as of the Purchase Date. Not applicable. The values set forth in this field are based upon the conversion rate as of the Purchase Date. The dividends on the shares of the Series A Preferred Stock and the 10% Series B Redeemable Conditional Convertible Participating Perpetual Preferred Stock (the "Series B Preferred Stock" and together with the Series A Preferred Stock, the "Preferred Stock") accrete daily and are payable quarterly in cash or by adding the dividends in arrears to the liquidation preference. In the event that shares of the Preferred Stock are converted into the Common Stock, the conversion rate will be adjusted to reflect that amount of dividends that have accreted since the last quarterly payment. Each share of the Series A Preferred Stock was acquired for $1,000 per share and is initially convertible into 200 shares of Common Stock, which represents a Common Stock share price of $5.00. The conversion rate is subject to change. This line entry represents the shares of the Series A Preferred Stock that may be deemed to be beneficially owned by BC European Capital VIII-32. Each of the Reporting Persons may be deemed to have shared voting and investment power with respect to the Common Stock issuable upon the conversion of the Series A Preferred Stock owned by each of the other Reporting Persons. As such, based upon the conversion rate as of the Purchase Date, each of the Reporting Persons may be deemed to have shared beneficial ownership of 54,919,200 shares of the Issuer's Common Stock issuable upon the conversion of 274,596 shares of the Series A Preferred Stock held by the Investors. Each Investor, however, disclaims beneficial ownership with respect to the shares owned by each of the other Reporting Persons. BC European Capital VIII-32 is the record owner of 4 shares of Series B Preferred Shares, which are not presently convertible into Common Stock but will automatically become convertible into shares of the Common Stock, at the holder's option, if approved by the holders of the Common Stock. If the shares of Series B Preferred Stock were convertible into shares of Common Stock, BC European Capital VIII-32's shares of Series B Preferred Stock would be convertible into 800 shares of the Common Stock, based on the conversion rate as of the Purchase Date. The Series B Preferred Stock is not presently convertible into Common Stock but will immediately become convertible, at the holder's option, upon the approval of the holders of the Common Stock. If such Series B Preferred Stock were convertible as of the Purchase Date, the Series B Preferred Stock, which were acquired for $1,000 per share, would have had an initial conversion rate of 200 per share, which represents a Common Stock share price of $5.00. The conversion rate is subject to change. This line entry represents the shares of the Series B Preferred Stock that may be deemed to be beneficially owned by BC European Capital VIII-32. The Series B Preferred Stock is not presently convertible into Common Stock but will become convertible, at the holder's option, upon the approval of the holders of the Common Stock. In the event that the Series B Preferred Stock becomes convertible, each of the Reporting Persons may be deemed to have shared voting and investment power with respect to the Common Stock owned by each of the other Reporting Persons. As of the Purchase Date, the Investors held 75,404 shares of the Series B Preferred Stock, which would have been convertible into 15,080,800 shares of the Issuer's Common Stock based upon the conversion rate as of the Purchase Date, if such Series B Preferred Stock were convertible. Each Investor, however, disclaims beneficial ownership with respect to the shares owned by each of the other Reporting Persons. BC European Capital VIII-33, a United Kingdom limited partnership, is the record owner of 5 shares of Series A Preferred Stock, which are convertible into 1,000 shares of the Common Stock of the Issuer based on the conversion rate as of the Purchase Date. This line entry represents the shares of the Series A Preferred Stock that may be deemed to be beneficially owned by BC European Capital VIII-33. BC European Capital VIII-33 is the record owner of 1 share of Series B Preferred Stock, which is not presently convertible into Common Stock but will automatically become convertible into shares of the Common Stock, at the holder's option, if approved by the holders of the Common Stock. If such share were convertible into Common Shares, BC European Capital VIII-33's share of Series B Preferred Stock would be convertible into 200 shares of Common Stock, based on the conversion rate as of the Purchase Date. This line entry represents the shares of the Series B Preferred Stock that may be deemed to be beneficially owned by BC European Capital VIII-33. BC European Capital VIII-34, a United Kingdom limited partnership, is the record owner of 5 shares of Series A Preferred Stock, which are convertible into 1,000 shares of the Common Stock of the Issuer based on the conversion rate as of the Purchase Date. This line entry represents the shares of the Series A Preferred Stock that may be deemed to be beneficially owned by BC European Capital VIII-34. BC European Capital VIII-34 is the record owner of 1 share of Series B Preferred Stock, which is not presently convertible into Common Stock but will automatically become convertible into shares of the Common Stock, at the holder's option, if approved by the holders of the Common Stock. If such shares were convertible into Common Shares, BC European Capital VIII-34's share of Series B Preferred Stock would be convertible into 200 shares of Common Stock, based on the conversion rate as of the Purchase Date. This line entry represents the shares of the Series B Preferred Stock that may be deemed to be beneficially owned by BC European Capital VIII-34. BC European Capital VIII-35 SC, a Societe Civiles organized under the laws of France, is the record owner of 140 shares of Series A Preferred Stock, which are convertible into 28,000 shares of the Common Stock of the Issuer based on the conversion rate as of the Purchase Date. This line entry represents the shares of the Series A Preferred Stock that may be deemed to be beneficially owned by BC European Capital VIII-35 SC. BC European Capital VIII-35 SC is the record owner of 38 shares of Series B Preferred Stock, which are not presently convertible into Common Stock but will automatically become convertible into shares of the Common Stock, at the holder's option, if approved by the holders of the Common Stock. If such shares were convertible into Common Shares, BC European Capital VIII-35 SC's shares of Series B Preferred Stock would be convertible into 7,600 shares of Common Stock, based on the conversion rate as of the Purchase Date. * Name and Address of Reporting Person: This Form 3 report is being filed in conjunction with three other Form 3 reports (each Form 3 report consists of three separate Form 3s, for a total of 12 filings). Each of the Form 3 reports are filed jointly by (i) BC European Capital VIII-1 to 12 (inclusive), each a United Kingdom limited partnership ("Funds 1-12"); (ii) BC European Capital VIII-14 to 34 (inclusive), each a United Kingdom limited partnership ("Funds 14-34" and together with Funds 1-12, the "CIE Investors"); (iii) BC European Capital VIII-35 SC to 39 SC (inclusive), each a Societe Civiles organized under the laws of France (the "LMBO Investors" and together with the CIE Investors, the "Investors"); (iv) LMBO Europe SAS, a Societe par actions simplifiee organized under the laws of France ("LMBO"); and (v) CIE Management II Limited, a limited corporation organized under the laws of Guernsey, Channel Islands ("CIE" and together with the Investors and LMBO, the "Report ing Persons"). The Reporting Persons may be deemed to be a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act) and, as such, may be deemed to beneficially own more than 10% of the Common Stock, par value $.01 per share (the "Common Stock") of Office Depot, Inc. (the "Issuer"). See Exhibit 99.1 filed herewith and incorporated herein by reference for information with respect to each of the Reporting Persons. The Reporting Persons set forth on this Form 3 are BC European Capital VIII-32 to 34 (inclusive), the LMBO Investors, LMBO and CIE. As used in this Form 3, the "Purchase Date" shall mean the purchase date of the shares, June 23, 2009. Exhibit Index 99.1 List of Reporting Persons 99.2 Signature Pages Form 1 of 3 of the fourth Form 3 report mentioned above. /s/ See signatures attached as Exhibit 99.2 2009-07-02 EX-99.2 2 rrd221628_250655.htm SIGNATURE PAGES rrd221628_250655.html 
                                                                    Exhibit 99.2

This statement on Form 3 is filed by BC European Capital VIII-32 to 34
(inclusive), BC European Capital VIII-35 SC to 39 SC, LMBO Europe SAS and CIE
Management II Limited. This Form 3 report is being filed in conjunction with
three other Form 3 reports. Each of the Form 3 reports are filed jointly by (i)
BC European Capital VIII-1 to 12 (inclusive); (ii) BC European Capital VIII-14
to 34 (inclusive); (iii) BC European Capital VIII-35 SC to 39 SC (inclusive);
(iv) LMBO Europe SAS; and (v) CIE Management II Limited. Each of the forgoing
persons (the "Reporting Persons") may be deemed to be part of a "group" (within
the meaning of Section 13(d)(3) of the Securities Exchange Act) and, as such,
may be deemed to beneficially own more than 10% of the Common Stock, par value
$.01 per share of Office Depot, Inc. See Exhibit 99.1 filed herewith and
incorporated herein by reference for information with respect to each of the
Reporting Persons.

Designated Filer:  BC European Capital VIII-32
Date of Event Requiring Statement:  June 23, 2009
Issuer Name and Ticker or Trading Symbol:  Office Depot, Inc. (ODP)

Dated as of July 2, 2009

                  For and on behalf of the Limited Partnerships BC
                  European Capital VIII - 32 to 34:

                  /S/ MATTHEW ELSTON
                  --------------------------------------------------------
                  Name:  Matthew Elston
                  Director, CIE Management II
                  Limited acting as General
                  Partner of the Limited
                  Partnerships BC European
                  Capital VIII - 32 to 34

                  /S/ MARK RODLIFFE
                  --------------------------------------------------------
                  Name:  Mark Rodliffe
                  Director, CIE Management II
                  Limited acting as General
                  Partner of the Limited
                  Partnerships BC European
                  Capital VIII - 32 to 34

                  For and on behalf of BC European Capital VII - 35 SC to 39 SC:

                  /S/ MATTHEW ELSTON
                  --------------------------------------------------------
                  Name:  Matthew Elston
                  Director, LMBO Europe SAS
                  As Gerant to BC European Capital VII - 35 SC to 39 SC

                  /S/ MIKE TWINNING
                  --------------------------------------------------------
                  Name:  Mike Twinning
                  Director, LMBO Europe SAS
                  As Gerant to BC European Capital VII - 35 SC to 39 SC



                                                                    Exhibit 99.2

Designated Filer:  BC European Capital VIII-32
Date of Event Requiring Statement:  June 23, 2009
Issuer Name and Ticker or Trading Symbol:  Office Depot, Inc. (ODP)

Dated as of July 2, 2009

                  CIE Management Limited II:

                  /S/ MATTHEW ELSTON
                  --------------------------------------------------------
                  Name:  Matthew Elston
                  Director, CIE Management II Limited

                  /S/ MARK RODLIFFE
                  --------------------------------------------------------
                  Name:  Mark Rodliffe
                  Director, CIE Management II Limited

                  LMBO Europe SAS:

                  /S/ MATTHEW ELSTON
                  --------------------------------------------------------
                  Name:  Matthew Elston
                  Director, LMBO Europe SAS

                  /S/ MIKE TWINNING
                  --------------------------------------------------------
                  Name:  Mike Twinning
                  Director, LMBO Europe SAS
EX-99.1 3 rrd221628_250725.htm LIST OF REPORTING PERSONS rrd221628_250725.html 
                                                                                                            Exhibit 99.1

                                                    Reporting Persons

     The persons listed below (collectively, the "Reporting Persons") are filing a joint Form 3 report but there are too
many of them to file electronically on the same Form 3. Therefore, the Reporting Persons are executing and filing four
Form 3 reports (each Form 3 consists of three separate Form 3s, for a total of 12 filings) in connection with each
Reporting Person's direct and indirect beneficial ownership of shares of (i) 10% Series A Redeemable Convertible
Participating Perpetual Preferred Shares (the "Series A Preferred Stock"), that is presently convertible into Common
Stock, par value $.01 per share (the "Common Stock") of Office Depot, Inc. (the "Issuer") and (ii) 10% Series B
Redeemable Conditional Convertible Participating Perpetual Preferred Shares (the "Series B Preferred Stock"), that is
not presently convertible into Common Stock but will become immediately convertible into Common Stock, at the holder's
option, upon the approval of the holders of the Common Stock. Set forth below are each of the Reporting Persons that
will jointly file the Form 3 reports, their respective direct and indirect ownership interests in the Series A Preferred
Stock, the Series B Preferred Stock and the Common Stock into which each of the Series A Preferred Stock is, and the
Series B Preferred Stock would be (upon the approval of the holders of the Common Stock), convertible into, and certain
other information requested in Items 1-6 of the Form 3 report. Please note that the information requested in Items 2, 3,
4, 5 and 6 of the Form 3 report is the same for each of the Reporting Persons and therefore is not set forth below.

      Name Of            Name of          Address Of      Record Number     Record Number     Record Number     Record Number
 Reporting Person    Designated Filer  Reporting Person    of Shares of      of Shares of      of Shares of      of Shares of
     (Item 1)          (Item 1)             (Item 1)          Series A          Series A          Series B          Series B
                                                         Preferred Stock   Preferred Stock   Preferred Stock   Preferred Stock
                                                              Owned            Owned As           Owned            Owned As
                                                                            Converted Into                      Converted Into
                                                                           Common Stock12                      Common Stock23

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-1       Capital VIII-1    Le Marchant       20,046            4,009,200         5,506             1,101,200
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-2       Capital VIII-1    Le Marchant       20,186            4,037,200         5,543             1,108,600
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-3       Capital VIII-1    Le Marchant       20,723            4,144,600         5,690             1,138,000
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-4       Capital VIII-1    Le Marchant       26,615            5,323,000         7,309             1,461,800
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-5       Capital VIII-1    Le Marchant       26,615            5,323,000         7,309             1,461,800
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-6       Capital VIII-1    Le Marchant       26,382            5,276,400         7,244             1,448,800
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-7       Capital VIII-1    Le Marchant       26,382            5,276,400         7,244             1,448,800
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-8       Capital VIII-1    Le Marchant       26,172            5,234,400         7,187             1,437,400
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

      Name Of            Name of          Address Of      Record Number     Record Number     Record Number     Record Number
 Reporting Person    Designated Filer  Reporting Person    of Shares of      of Shares of      of Shares of      of Shares of
     (Item 1)                              (Item 1)          Series A          Series A          Series B          Series B
                                                         Preferred Stock   Preferred Stock   Preferred Stock   Preferred Stock
                                                              Owned            Owned As           Owned            Owned As
                                                                            Converted Into                      Converted Into
                                                                           Common Stock12                      Common Stock23

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-9       Capital VIII-1    Le Marchant       26,382            5,276,400         7,244             1,448,800
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-10      Capital VIII-1    Le Marchant       26,055            5,211,000         7,155             1,431,000
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-11      Capital VIII-11   Le Marchant       15,040            3,008,000         4,130             826,000
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-12      Capital VIII-11   Le Marchant       4,202             840,400           1,154             230,800
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-14      Capital VIII-11   Le Marchant       4,674             934,800           1,283             256,600
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-15      Capital VIII-11   Le Marchant       374               74,800            103               20,600
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

      Name Of            Name of          Address Of      Record Number     Record Number     Record Number     Record Number
 Reporting Person    Designated Filer  Reporting Person    of Shares of      of Shares of      of Shares of      of Shares of
     (Item 1)                              (Item 1)          Series A          Series A          Series B          Series B
                                                         Preferred Stock   Preferred Stock   Preferred Stock   Preferred Stock
                                                              Owned            Owned As           Owned            Owned As
                                                                            Converted Into                      Converted Into
                                                                           Common Stock12                      Common Stock23

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-16      Capital VIII-11   Le Marchant       2,335             467,000           641               128,200
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-17      Capital VIII-11   Le Marchant       140               28,000            38                7,600
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-18      Capital VIII-11   Le Marchant       9                 1,800             3                 600
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-19      Capital VIII-11   Le Marchant       145               29,000            40                8,000
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-20      Capital VIII-11   Le Marchant       135               27,000            37                7,400
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-21      Capital VIII-11   Le Marchant       61                12,200            17                3,400
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

      Name Of            Name of          Address Of      Record Number     Record Number     Record Number     Record Number
 Reporting Person    Designated Filer  Reporting Person    of Shares of      of Shares of      of Shares of      of Shares of
     (Item 1)                              (Item 1)          Series A          Series A          Series B          Series B
                                                         Preferred Stock   Preferred Stock   Preferred Stock   Preferred Stock
                                                              Owned            Owned As           Owned            Owned As
                                                                            Converted Into                      Converted Into
                                                                           Common Stock12                      Common Stock23

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-22      Capital VIII-22   Le Marchant       70                14,000            19                3,800
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-23      Capital VIII-22   Le Marchant       47                9,400             13                2,600
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-24      Capital VIII-22   Le Marchant       700               140,000           192               38,400
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-25      Capital VIII-22   Le Marchant       47                9,400             13                2,600
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-26      Capital VIII-22   Le Marchant       747               149,400           205               41,000
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-27      Capital VIII-22   Le Marchant       42                8,400             12                2,400
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

      Name Of            Name of          Address Of      Record Number     Record Number     Record Number     Record Number
 Reporting Person    Designated Filer  Reporting Person    of Shares of      of Shares of      of Shares of      of Shares of
     (Item 1)                              (Item 1)          Series A          Series A          Series B          Series B
                                                         Preferred Stock   Preferred Stock   Preferred Stock   Preferred Stock
                                                              Owned            Owned As           Owned            Owned As
                                                                            Converted Into                      Converted Into
                                                                           Common Stock12                      Common Stock23

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-28      Capital VIII-22   Le Marchant       23                4,600             6                 1,200
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-29      Capital VIII-22   Le Marchant       23                4,600             6                 1,200
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-30      Capital VIII-22   Le Marchant       23                4,600             6                 1,200
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-31      Capital VIII-22   Le Marchant       9                 1,800             3                 600
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-32      Capital VIII-32   Le Marchant       14                2,800             4                 800
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-33      Capital VIII-32   Le Marchant       5                 1,000             1                 200
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

      Name Of            Name of          Address Of      Record Number     Record Number     Record Number     Record Number
 Reporting Person    Designated Filer  Reporting Person    of Shares of      of Shares of      of Shares of      of Shares of
     (Item 1)                              (Item 1)          Series A          Series A          Series B          Series B
                                                         Preferred Stock   Preferred Stock   Preferred Stock   Preferred Stock
                                                              Owned            Owned As           Owned            Owned As
                                                                            Converted Into                      Converted Into
                                                                           Common Stock12                      Common Stock23

BC European          BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-34      Capital VIII-32   Le Marchant       5                 1,000             1                 200
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

BC European          BC European       54 Avenue         Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-35 SC   Capital VIII-32   Marceau           140               28,000            38                7,600
                                       Paris, France
                                       75008             Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                                         274,596           54,919,200        75,404            15,080,800
BC European          BC European       54 Avenue         Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-36 SC   Capital VIII-32   Marceau           9                 1,800             3                 600
                                       Paris, France
                                       75008             Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                                         274,596           54,919,200        75,404            15,080,800
BC European          BC European       54 Avenue         Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-37 SC   Capital VIII-32   Marceau           9                 1,800             3                 600
                                       Paris, France
                                       75008             Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                                         274,596           54,919,200        75,404            15,080,800
BC European          BC European       54 Avenue         Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-38 SC   Capital VIII-32   Marceau           5                 1,000             1                 200
                                       Paris, France
                                       75008             Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                                         274,596           54,919,200        75,404            15,080,800
BC European          BC European       54 Avenue         Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
Capital VIII-39 SC   Capital VIII-32   Marceau           5                 1,000             1                 200
                                       Paris, France
                                       75008             Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                                         274,596           54,919,200        75,404            15,080,800

LMBO Europe SAS      BC European       54 Avenue         Direct:           Direct:           Direct:           Direct:
                                                         ------            ------            ------            ------
                     Capital VIII-32   Marceau           0                 0                 0                 0
                                       Paris, France
                                       75008             Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                                         274,596           54,919,200        75,404            15,080,800

      Name Of            Name of          Address Of      Record Number     Record Number     Record Number     Record Number
 Reporting Person    Designated Filer  Reporting Person    of Shares of      of Shares of      of Shares of      of Shares of
     (Item 1)           (Item 1)          (Item 1)          Series A          Series A          Series B          Series B
                                                         Preferred Stock   Preferred Stock   Preferred Stock   Preferred Stock
                                                              Owned            Owned As           Owned            Owned As
                                                                            Converted Into                      Converted Into
                                                                           Common Stock12                      Common Stock23

CIE                  BC European       Heritage Hall,    Direct:           Direct:           Direct:           Direct:
Management                                               ------            ------            ------            ------
II Limited           Capital VIII-32   Le Marchant       0                 0                 0                 0
                                       Street
                                       St. Peter Port,   Indirect:         Indirect:         Indirect:         Indirect:
                                                         --------          --------          --------          --------
                                       Guernsey,         274,596           54,919,200        75,404            15,080,800
                                       GY1 4HY

1    The values set forth in this field are based upon the conversion rate as of the date of purchase, June 23, 2009
     (the "Purchase Date").

2    The Reporting Persons set forth above may be deemed to have shared voting and investment power with respect to the
     Common Shares issuable upon the conversion of the Series A Preferred Stock or the Series B Preferred Stock (in the
     event that the Series B Preferred Stock becomes convertible) owned by the other Reporting Persons. Each of the
     Reporting Persons, with the exception of CIE Management II Limited and LMBO Europe SAS, disclaims beneficial
     ownership with respect to any shares of stock owned by the other Reporting Persons.

3    The Series B Preferred Stock is not presently convertible into Common Stock but will be become convertible, at the
     holder's option, upon the approval of the holders of the Common Stock. The values set forth in this field are based
     upon the conversion rate as of the Purchase Date, if such Series B Preferred Stock were convertible.
-----END PRIVACY-ENHANCED MESSAGE-----