0001181431-13-039858.txt : 20130712 0001181431-13-039858.hdr.sgml : 20130712 20130712175731 ACCESSION NUMBER: 0001181431-13-039858 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130711 FILED AS OF DATE: 20130712 DATE AS OF CHANGE: 20130712 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: 1229 BUSINESS ADDRESS: STREET 1: 6600 NORTH MILITARY TRAIL CITY: BOCA RATON STATE: FL ZIP: 33496 BUSINESS PHONE: 561-438-8176 MAIL ADDRESS: STREET 1: 6600 NORTH MILITARY TRAIL CITY: BOCA RATON STATE: FL ZIP: 33496 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10948 FILM NUMBER: 13966767 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 4 1 rrd385829.xml FORM 4 X0306 4 2013-07-11 0 0000800240 OFFICE DEPOT INC ODP 0001467321 BC European Capital VIII-39 SC 58-60 AVENUE KLEBER PARIS I0 75116 FRANCE 0 0 0 1 Mbr 13d grp owning mre thn 10% Series A Preferred Stock 5 2013-07-11 2013-07-11 4 J 0 2.50 1235.17 D 2009-06-23 Common Stock 581.11 2.50 D Series A Preferred Stock 5 2013-07-11 2013-07-11 4 J 0 137298.00 1235.17 D 2009-06-23 Common Stock 31913821.72 137298.00 I See Footnote Series B Preferred Stock 5 2013-07-11 2013-07-11 4 J 0 0.50 1235.17 D 2009-10-14 Common Stock 116.22 0.50 D Series B Preferred Stock 5 2013-07-11 2013-07-11 4 J 0 37702.00 1235.17 D 2009-10-14 Common Stock 8763528.28 37702.00 I See Footnote Each share of Preferred Stock is convertible into that amount of shares of Common Stock equal to (i) the quotient of (x) the outstanding liquidation preference of such share of Preferred Stock plus all accrued and unpaid dividends not previously added to the liquidation preference of such share of Preferred Stock and (y) 1000 multiplied by (ii) 200. As of the Redemption Date, each share of Preferred Stock was convertible into 232.442 shares of Common Stock, which represents a conversion price of $5.00. The conversion rate is subject to change. The Issuer redeemed the shares of Preferred Stock set forth in column 5 on the Redemption Date. Not applicable. Each share of Preferred Stock was redeemed for $1,235.17. 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 or Series B Preferred Stock owned by each of the Investors. As such, based upon the conversion rate as of the Redemption Date, each of the Reporting Persons may be deemed to have shared beneficial ownership of 40,677,350 shares of the Issuer's Common Stock issuable upon the conversion of 137,298 shares of the Series A Preferred Stock and 37,702 shares of the Series B Preferred Stock held by the Investors. Each Reporting Person, however, disclaims beneficial ownership with respect to the shares owned of record by each of the Investors. This Form 4 report is being filed in conjunction with 39 other Form 4 reports. These Form 4 reports are being filed 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"); (iii) BC European Capital VIII-37, a United Kingdom limited partnership ("Fund 37" and, together with Funds 1-12 and Funds 14-34, the "CIE Investors"); (iv) BC European Capital VIII-35 SC, BC European Capital VIII-36 SC, BC European Capital VIII-38 SC and BC European Capital VIII-39 SC, each a Societe Civiles organized under the laws of France (the "LMBO Investors" and together with the CIE Investors, the "Investors"); (v) LMBO Europe SAS, a societe par actions simplifiee organized under the laws of France ("LMBO"); and (vi) CIE Management II Limited, a limited corporation organized under the laws of Guernsey, Channel Islands ("CIE" and together with the Investors and LMBO, the "Reporting 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 of the Issuer. As used in this Form 4, (i) "Issuer" shall mean Office Depot, Inc., (ii) "Series A Preferred Stock" shall mean the Issuer's 10% Series A Redeemable Convertible Participating Perpetual Preferred Stock, (iii) "Series B Preferred Stock" shall mean the Issuer's 10% Series B Redeemable Conditional Convertible Participating Perpetual Preferred Stock, (iv) "Preferred Stock" shall mean, collectively, the Series A Preferred Stock and the Series B Preferred Stock, (v) "Redemption Date" shall mean July 11, 2013 and (vi) "Common Stock" shall mean the Issuer's common stock, par value $.01. Exhibit Index 99.1 Signature Page /s/ See signatures attached as Exhibit 99.1 2013-07-12 EX-99.1 2 rrd347024_392645.htm EXHIBIT 99.1 rrd347024_392645.html 
                                                                    Exhibit 99.1

This statement on Form 4 is filed by BC European Capital VIII-39 SC.

Date of Event Requiring Statement:  July 11, 2013
Issuer Name and Ticker or Trading Symbol:  Office Depot, Inc. (ODP)

                                        For and on behalf of
                                        BC European Capital VIII-39 SC:

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

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