UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 28, 2016
Commission File
Number | | Exact name of Registrant as specified in its
charter, Address of principal executive offices
and Telephone number | | State of
incorporation | | I.R.S. Employer
Identification
Number |
001-35979 | | HD SUPPLY HOLDINGS, INC. 3100 Cumberland Boulevard, Suite 1480
Atlanta, Georgia 30339
(770) 852-9000 | | Delaware | | 26-0486780 |
| | | | | | |
333-159809 | | HD SUPPLY, INC. 3100 Cumberland Boulevard, Suite 1480
Atlanta, Georgia 30339
(770) 852-9000 | | Delaware | | 75-2007383 |
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On March 28, 2016, HD Supply Holdings, Inc. issued a press release announcing that its indirect wholly-owned subsidiary, HD Supply, Inc. (“HD Supply”), has priced $1,000,000,000 aggregate principal amount of 5.75% Senior Notes due 2024. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
This report does not constitute an offer to sell or a solicitation of an offer to purchase the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | | Description of Exhibit |
| | |
99.1 | | Press Release “HD Supply, Inc. Announces Pricing of Senior Notes Offering,” dated March 28, 2016. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 28, 2016 | HD Supply Holdings, Inc. |
| |
| By: | /s/ Dan S. McDevitt |
| | Dan S. McDevitt |
| | General Counsel and Corporate Secretary |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 28, 2016 | HD Supply, Inc. |
| |
| By: | /s/ Dan S. McDevitt |
| | Dan S. McDevitt |
| | General Counsel and Corporate Secretary |
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