This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Coronado Acquisition Sub Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of The Home Depot, Inc., a Delaware corporation (“The Home Depot”), with the U.S. Securities and Exchange Commission on November 24, 2020 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the tender offer by Purchaser for all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of HD Supply Holdings, Inc., a Delaware corporation (“HD Supply”), at a price of $56.00 per share, net to the seller in cash, without interest, but subject to any required withholding of taxes, upon the terms and conditions set forth in the offer to purchase, dated November 24, 2020 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO, which, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”
All information regarding the Offer as set forth in the Schedule TO, including all exhibits and annexes thereto that were previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided for herein. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Schedule TO.
Items 1 through 9; Item 11.
The information set forth in Items 1 through 9 and Item 11 of the Schedule TO is hereby amended and supplemented as follows:
At midnight, New York City time, at the end of the day on Wednesday, December 23, 2020, the Offer expired. The Depositary advised Purchaser that, as of the expiration of the Offer, a total of 127,928,897 Shares had been validly tendered and not validly withdrawn in the Offer, representing approximately 82.9% of the outstanding Shares. The number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition, and all other conditions to the Offer were satisfied or waived. Promptly after the expiration of the Offer, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer.
On December 24, 2020, The Home Depot and Purchaser completed the acquisition of HD Supply by consummating the Merger without a vote of the stockholders of HD Supply in accordance with Section 251(h) of the DGCL. At the Effective Time, Purchaser was merged with and into HD Supply, with HD Supply continuing as the Surviving Corporation and a wholly owned subsidiary of The Home Depot, and each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by The Home Depot, Purchaser or HD Supply, or by any of their respective direct or indirect wholly owned subsidiaries, and Shares held by stockholders of HD Supply who were entitled to demand and who had properly and validly demanded their statutory rights of appraisal and had neither withdrawn nor lost such rights prior to the Effective Time) was converted into the right to receive $56.00 per Share in cash, without interest, subject to any withholding of taxes.
As a result of the Merger, the Shares have been delisted and ceased trading on the Nasdaq Global Select Market. The Home Depot and Purchaser intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and to suspend all of HD Supply’s reporting obligations under the Exchange Act as promptly as practicable.
On December 24, 2020, The Home Depot issued a press release announcing the expiration and results of the Offer. A copy of the press release is attached as Exhibit (a)(5)(A) hereto and is incorporated herein by reference.
Item 12. Exhibits.
