UPDATE: Starboard Files Prelim. Consent Statement Looking to Remove, Replace a Minority of Office Depot Board

Starboard Value LP (together with itsaffiliates, "Starboard"), the largest common stockholder of Office Depot, Inc.(NYSE: ODP) ("Office Depot" or the "Company"), with a 14.8% ownership stake,announced today that it has delivered a letter to the Board of Directors ofOffice Depot (the "Board").  In the letter, Starboard expressed strongdisappointment at the Board's failure to work constructively with Starboard toreconstitute the Board.  Starboard stated that it is uncomfortable with theexecution and experience of the current Board and is, therefore, seeking toadd to the Board a number of individuals with significant retail operatingexperience who are far more qualified than the majority of the existingBoard.  Starboard noted that while it is in favor of the proposed merger withOfficeMax Incorporated ("OfficeMax"), it still feels it is criticallyimportant to substantially improve the Board as soon as possible to ensurethat the Company is fully prepared to succeed as a stand-alone entity shouldthe merger not close and be a stronger merger partner for the combined companyshould the merger be consummated.  The letter also pointed out that it hasbecome clear that the Company has no intention of holding the 2013 AnnualMeeting of stockholders in a timely manner.  Accordingly, conducting a consentsolicitation is the only alternative available to Starboard at this time forproviding stockholders with an opportunity to elect directors whom theybelieve will serve and protect their best interests in the boardroom. Starboard concluded that it would consider possibly foregoing its consentsolicitation if the Board immediately commits to a framework that wouldprovide for the addition of its highly-qualified candidates to the Board. The full text of the letter is below followed by the biographies ofStarboard's highly-qualified director candidates:April 22, 2013Members of the Board of Directors of Office Depot, Inc.    Office Depot, Inc.6600 North Military TrailBoca Raton, FL 33496Dear Members of the Board,Starboard Value LP, together with its affiliates ("Starboard"), currently ownsapproximately 14.8% of the outstanding common shares of Office Depot, Inc.("Office Depot" or the "Company"), making us Office Depot's largest commonstockholder.  Additionally, pro forma for the proposed merger of Office Depotand OfficeMax Incorporated ("OfficeMax" and the proposed merger, the"OfficeMax Merger"), we believe Starboard would be the largest stockholder ofthe combined company.As a reminder, on September 17, 2012, we sent a letter to the Board ofDirectors of Office Depot (the "Board") outlining a number of initiatives tosubstantially improve value for stockholders.  These initiatives included,among other things, thoughts on how to dramatically improve the operatingperformance of the Company by approximately $300 million to $500 million bysignificantly reducing expenses as well as our belief that the Company's 50/50joint venture ownership of Office Depot de Mexico (the "Mexico JV Interest")is non-core and has substantial hidden value. We also stated that we had identified a number of individuals with significantretail operating experience who are far more qualified than the majority ofthe existing Board and we expressed our desire to join the Board to help theCompany implement our proposed initiatives and create value for stockholders. We also repeatedly expressed our willingness to join the Board alone becausewe believed our experience and interest in Office Depot could be valuable inthe event that the Board were to undertake any potential negotiations witheither OfficeMax or relating to the Mexico JV Interest.  Unfortunately, ratherthan work with us, the Board has ignored our offers.  While it is alwaysdifficult to criticize past behavior regarding a negotiated transaction, westrongly believe that had we been involved on the Board, both the OfficeMaxMerger, as well as the outcome of exploring alternatives to maximize the valueof the Mexico JV Interest, would have been handled far better for the benefitof Office Depot stockholders.Since the announcement of the OfficeMax Merger, we have continued to haveprivate discussions with you regarding Board representation.  We have made itclear to you that given the past underperformance of the Company under thecurrent leadership and Board, we are uncomfortable with the execution andexperience of the Board as currently composed.  We have continued to statethat a large number of very important decisions will need to be made over thenext several months, which extend beyond the selection of the CEO and theselection of board members to any combined board.  Adding new,highly-experienced directors to the Board now would substantially improve theoutcome of those decisions, as well as many others, and would avoid misstepsto be criticized after the fact. Similarly, if the OfficeMax Merger does notclose for any reason, a highly-qualified Board will be far better equipped tochoose the right management team and more successfully oversee the Company asa stand-alone entity.While we are in favor of the OfficeMax Merger, we still feel it is criticallyimportant to substantially improve the Board as soon as possible.  OfficeDepot must begin to plan and build a strategy for a far improved companyimmediately.  Contrary to what you and we might hope, the OfficeMax Merger isnot certain to close.  The Board and management, therefore, need to plan andprepare now to make Office Depot as strong as possible.   Early planning willensure that the Company is fully prepared to succeed should the OfficeMaxMerger not close and will be a stronger merger partner for the combinedcompany should the OfficeMax Merger be consummated.  Improving the Board todayis in the best interests of the Company, the employees, and the stockholdersof both Office Depot and OfficeMax.As an example, we are deeply frustrated by the Board's lack of actionregarding the sale of the Mexico JV Interest.  On February 27, 2013, we sentyou a letter asking the Board to promptly obtain consent from OfficeMax underthe merger agreement to immediately explore a sale of the Mexico JV Interestto maximize value for stockholders.  In our letter, we stated that a sale ofthis asset at a full and fair price is in the best interest of both OfficeDepot and OfficeMax stockholders if the OfficeMax Merger is completed as theCompany would have a significantly stronger balance sheet from which totransform the pro-forma company and execute on any and all potentialsynergies.  Similarly, if the OfficeMax Merger is not completed for anyreason, then Office Depot stockholders would benefit from the sale because thestand-alone company would be financially stronger having sold the asset.  OnMarch 12, 2013, we followed up with a private letter once again urging theBoard to send a formal written request to OfficeMax and setting forth our viewthat, consistent with the merger agreement, OfficeMax's approval should not beunreasonably withheld given the clear benefits to stockholders of such apotential sale.Almost two months have passed since our first letter asking the Company toobtain consent from OfficeMax and many more since we first wrote to the Boardto impress the importance of exploring alternatives to monetize the valuableMexico JV Interest. Yet, there is no evidence that the Board is considering anexploration of alternatives for the Mexico JV Interest, or whether any formalrequest has even been sent to OfficeMax or has been unreasonably denied.Lost in all the excitement of the pending OfficeMax Merger, is the Board'sapparent complacency with regards to the Company's continued poor operatingperformance.  Last quarter's poor results, with same store sales downapproximately 7%, and the reduction in year over year operating profit byapproximately 28% are just the latest in a long history of underperformanceunder the stewardship of the current Board and management team.  As we haverepeatedly stated, we believe the current Board and management of Office Depotlack the critical experience necessary to oversee a substantial improvement inprofitability and the transformation of the Company.  Of the ten directorscurrently on the Board, only two directors have relevant retail operatingexperience outside of Office Depot.^^[1]  Further, the CEO, Neil Austrian, hasno prior relevant retail operating experience outside of Office Depot.  Evenmore concerning is the Board's decision to entrust the CEO role to someonewith no retail operating experience when it is clear that the Company needs anexperienced retail executive to transform the business.  It is important topoint out that since the beginning of Mr. Austrian's tenure as CEO in October2010, the stock price has declined by approximately 20% to date and byapproximately 48% prior to Starboard's filing of an initial Schedule 13D withthe SEC on September 17, 2012.  In fact, despite revenue declining byapproximately $1 billion over that time, total general and administrative(G&A) expenses have actually increased and the operating margins of theCompany are lower than both Staples, Inc. ("Staples") and OfficeMax.Office Depot does not have the luxury of simply hoping that everything worksout down the road.  It is important to remember that Office Depot used to bethe leading office supply retailer until a merger with Staples failed to closein 1997 and, unlike Staples, Office Depot was not prepared to execute as astand-alone business. We do not want the risk of history repeating itself.Office Depot needs to have the best Board and management team possible toimprove the operating performance of the Company now.  An improved Board andmanagement team with a solid plan to improve profitability and stockholdervalue will not only make Office Depot a stronger stand-alone company, but willalso drive improved results that will accrue to the benefit of OfficeMaxstockholders in a merger and increase the chances of the merger beingsuccessful. However, it is critically important that a new enhanced Boardstarts now to implement a plan for the short term and the long term futuresuccess of the Company.  Only then will the Company be fully prepared tosucceed under any circumstance. Over the last several months, we have made every effort to work constructivelywith you to reconstitute the Board.  In our latest conversation, we offered tosimply add four of our experienced nominees to the Board right away so thatnone of the current Board members would need to leave the Board at this time. We also offered that only two of our highly-qualified nominees would be amongthe five directors contributed to any combined company board, thereby leavingthree other available spots which would presumably be filled by Nigel Travis(in our view, the most qualified incumbent Board member with substantialretail experience) and two other directors (hopefully, highly-qualifieddirectors with relevant experience).  This way, we believe that the Board canbe strengthened with true industry experts and a stockholder representative inthe boardroom to ensure that the Company is prepared for whatever challengesit may face in the future regardless of the outcome of the OfficeMax Merger.Unfortunately, we are still awaiting a response to our offer and fear that,like all other constructive suggestions we have made, it has fallen on deafears as the Board continues to entrench itself rather than look out for thebest interests of stockholders.  We have come to believe that the currentBoard may not only be less than ideally qualified, but may also be fracturedand unable to make hard decisions that would clearly be in the best interestsof all stockholders.It has also become clear at this time that the Board has no intention ofholding the 2013 Annual Meeting of stockholders in a timely manner underDelaware law and will instead continue to delay the meeting to frustrate theability of stockholders to choose their representation on the Board.  We notethat the Company held its 2012 Annual Meeting on April 26, 2012 and filed itsproxy materials on March 15, 2012.  We further note that the Company has heldits Annual Meeting during the latter half of April for at least the past sixyears.  Your response in our last meeting that the Company had to delay the2013 Annual Meeting because of the announced OfficeMax Merger is entirelyuntrue.  As we pointed out in our meeting, OfficeMax, your merger partner, hasalready set an annual meeting date of April 29, 2013, consistent with itsprevious years' annual meetings, and has already filed its proxy materials. Office Depot's stockholders deserve the opportunity now, without furtherdelay, to elect the directors they want to represent their best interests (i)during the pendency of the proposed OfficeMax Merger, (ii) in selecting thefuture CEO of the Company and (iii) in selecting the directors who would beeligible to serve on the pro forma board should the proposed OfficeMax Mergerbe consummated.Accordingly, we have no choice but to seek to bypass the ineffectiveness ofthe current Board by commencing a consent solicitation to give thestockholders of Office Depot an opportunity to elect their representationwithout further delay.  The consent solicitation process allows stockholdersto take action in the absence of a stockholder meeting by obtaining anddelivering the requisite number of written consents equal to the vote thatwould be required to approve such an action at a stockholder meeting. Earliertoday we filed preliminary consent materials with the SEC in furtherance of aconsent solicitation aimed at seeking stockholder approval to remove andreplace up to four members of the current Board with our highly-qualifieddirector candidates.  Among the four current Board members we are seeking toremove is one designated Board member who represents the interest of BCPartners, Inc. ("BC Partners") on the Board.  We have discussed the truly poorgovernance implications of the arrangement with BC Partners in a prior letter,but note that among the terms of the investor rights agreement with BCPartners is a provision that even if stockholders remove one of BC Partnersdesignated Board members a replacement BC Partners designee will be added backto the Board.  We, therefore, fully understand that we are ultimatelyproviding stockholders the opportunity to add our four highly-qualified Boardcandidates, while removing three poorly-qualified incumbent directors andeffectively expanding the Board to eleven members to accommodate there-appointment of such BC Partners designee.To be clear, the extraordinary action of launching a consent solicitation inthis situation should be unnecessary and is entirely frustrating. We believethe current Board clearly lacks the requisite skill sets to dramaticallyimprove the performance of the Company.  We cannot sit idly by and continue toaccept a Board that is interested in entrenching itself and overseeing abusiness based entirely on hope.  We feel strongly that the Board needs to bestronger and far better prepared for all eventualities. We would considerpossibly foregoing our consent solicitation if the Board immediately commitsto a framework that would provide for the addition of our highly-qualifiedcandidates to the Board.  In the meantime, however, we must continue toreserve our rights to pursue all necessary steps, including the consentsolicitation, to ensure that Office Depot stockholders are provided with theopportunity to elect directors they believe will serve and protect their bestinterests in the boardroom.Best Regards,                                               Jeffrey C. SmithStarboard Value LP