ODP Corporation's Proposed Sale: A Scrutiny of Pricing Fairness and Governance Risks

The proposed $28-per-share sale of The ODP Corporation to an affiliate of Atlas Holdings has ignited a contentious debate over pricing fairness and procedural transparency. As the board of directors navigates this strategic shift, the ongoing investigation by Kahn Swick & Foti, LLC—a firm led by former Louisiana Attorney General Charles C. Foti, Jr.—has cast a spotlight on whether the transaction undervalues the company and whether the process leading to it adheres to shareholder interests ODP CORPORATION INVESTOR ALERT by the Former Attorney General of Louisiana, Kahn Swick & Foti, LLC Investigates Adequacy of Price and Process in Proposed Sale of The ODP Corporation—ODP^[1]. This scrutiny is particularly acute given ODP's recent financial performance and governance structure, which together paint a complex picture of opportunity and risk.

Valuation Metrics: A Premium, but at What Cost?

The $28 offer represents a 34% premium over ODP's closing price of $27.78 on September 19, 2025 The ODP Corporation (ODP) Stock Historical Prices & Data - Yahoo Finance^[2]. Analysts have split on whether this price reflects the company's intrinsic value. On one hand, ODP's trailing enterprise value/EBITDA (EV/EBITDA) stands at 6.27x, while its forward-looking multiple compresses to 5.60x, suggesting a cautious market outlook The ODP Corporation (ODP) Statistics & Valuation - Stock Analysis^[3]. On the other, the company's adjusted EBITDA of $255 million in the last 12 months and a robust free cash flow yield of 11.33% indicate a cash-generative model that could justify a higher valuation ODP Is Exploring A Potential Sale: Why Private Equity Is Circling Fast^[4].

Critics argue that the offer undercuts ODP's potential. The company's B2B segment, for instance, has secured over $500 million in annualized spend from new contracts, and its logistics division, Veyer, has seen external revenue surge 89% year-over-year The ODP Corporation Announces Fourth Quarter and Full Year 2024 Results^[5]. These growth drivers, coupled with a clean balance sheet, suggest that ODP's intrinsic value could support a price significantly above $28. Indeed, analyst price targets average $31.67, with some projecting as high as $41.00 ODP Corporation (ODP) Acquired by Atlas Holdings at $28 Per Share^[6]. GuruFocus even estimates a fair value of $49.97, implying a 140% upside if operational improvements materialize ODP Agrees to Atlas Holdings Buyout at $28 Per Share, Taking...^[7].

Governance and Procedural Risks: A Board Under Scrutiny

ODP's governance structure, while largely independent, raises questions about the sale's procedural fairness. The board, chaired by independent director Wendy Schoppert, includes eight members, with all key committees—Audit, Compensation & Talent, and Corporate Governance & Nominating—comprising independent directors Board Committees - The ODP Corporation^[8]. This independence is a positive signal, yet the absence of detailed disclosures in SEC filings about the sale process has fueled skepticism.

Kahn Swick & Foti's investigation is probing whether the board adequately evaluated alternative bids and whether the $28 offer was derived from a transparent, competitive process. For context, ODP previously received non-binding offers, including Sycamore Partners' $1 billion proposal for its consumer business in 2021 The ODP Corporation Delays Public Company Separation to Evaluate Potential Sale of^[9]. The current transaction, however, involves a private equity affiliate of Atlas Holdings, raising concerns about whether the process prioritized speed over shareholder value maximization.

The firm's track record in similar cases adds weight to its inquiry. KSF has previously challenged transactions at Acadia Healthcare and Five Below, alleging procedural flaws and inadequate pricing ACADIA HEALTHCARE INVESTIGATION INITIATED BY FORMER^[10]. In the case of Acadia, the firm highlighted discrepancies in billing practices and revenue projections, while its Five Below investigation focused on declining sales and leadership changes that may have obscured the company's true value FIVE BELOW INVESTIGATION CONTINUED BY FORMER LOUISIANA ATTORNEY GENERAL^[11]. These precedents underscore KSF's focus on procedural rigor and pricing alignment with long-term potential.

The Path Forward: Balancing Urgency and Fairness

ODP's management defends the $28 offer as a pragmatic solution to unlock value in a challenging market. The company's 2024 results—$7.0 billion in revenue and $268 million in adjusted EBITDA—reflect a decline from 2023, attributed to reduced retail locations and shifting consumer demand The ODP Corporation Announces Fourth Quarter and Full Year 2024 Results^[12]. A private equity buyout, they argue, will streamline operations and refocus the company on its B2B strengths.

Yet the investigation by KSF highlights a broader tension in corporate governance: the balance between expediency and thoroughness. Shareholders must weigh the certainty of $28 against the possibility of a higher offer if the company's growth trajectory accelerates. The board's ability to demonstrate a rigorous, arms-length process will be critical in defending the transaction.

Conclusion: A Test of Fiduciary Duty

The proposed sale of ODP Corporation is a case study in the delicate interplay between valuation, governance, and market dynamics. While the $28 offer provides immediate liquidity, the investigation by Kahn Swick & Foti underscores the need for transparency in how such deals are structured. For shareholders, the outcome will hinge on whether the board can demonstrate that the process was as rigorous as the price is fair—and whether the company's future potential was adequately considered.

As the clock ticks toward the expected closing in late 2025, all eyes will be on ODP's boardroom and the findings of KSF. The results could set a precedent for how similar transactions are evaluated in an era where private equity's influence continues to grow.