UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 19, 2020
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. 3400 Cumberland Boulevard Atlanta, Georgia 30339 (770) 852-9000 | | Delaware | | 26-0486780 |
| | | | | | | |
| 333-159809 | | HD SUPPLY, INC. 3400 Cumberland Boulevard 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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of Exchange on which registered |
| Common stock, $0.01 par value per share | HDS | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Co-Registrant CIK | 0001465264 |
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K/A |
| Co-Registrant DocumentPeriodEndDate | 2020-10-19 |
| Co-Registrant Written Communications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant PreCommencement Issuer Tender Offer | false |
| Co-Registrant Emerging Growth Company | false |
| Co-Registrant Memeber: | HD Supply, Inc. (Total HDS) |
On October 19, 2020, HD Supply, Inc. (“HDS”), an indirect wholly owned subsidiary of HD Supply Holdings, Inc. (“HDS Holdings” and, together with HDS, the “Company”) filed a Current Report on Form 8-K (the “Form 8-K”) in connection with the completion, on October 19, 2020, of the previously announced sale of the Company’s Construction & Industrial business (the “C&I Disposition”) to an affiliate of Clayton Dubilier & Rice (the “Purchaser”) for a purchase price of $2.9 billion in cash, subject to customary adjustments in accordance with the terms of the Transaction Agreement, dated as of August 10, 2020, by and between HDS and the Purchaser.
This Current Report on Form 8-K/A is being filed to amend the Form 8-K to provide the pro forma financial information described below, in accordance with the requirements of Item 9.01 of Form 8-K. Except as described below, all other information in the Company’s Current Report on Form 8-K filed on October 19, 2020 remains unchanged.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated statements of operations of Holdings for the fiscal years ended February 2, 2020, February 3, 2019, and January 28, 2018 and for the six months ended August 2, 2020, and the unaudited pro forma condensed consolidated balance sheet of Holdings as of August 2, 2020 are included as Exhibit 99.1 hereto and are incorporated herein by reference. The pro forma financial statements reflect adjustments for the C&I Disposition and the use of proceeds from the C&I Disposition. The Company has filed these unaudited pro forma consolidated financial statements in connection with the closing of the C&I Disposition described in Item 2.01 to the Form 8-K.
(d) Exhibits
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: October 22, 2020 | 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: October 22, 2020 | HD Supply, Inc. |
| | |
| | By: | /s/ Dan S. McDevitt |
| | | Dan S. McDevitt |
| | | General Counsel and Corporate Secretary |
