| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On December 24, 2020, The Home Depot, Inc., a Delaware corporation (the “Company”), completed the previously announced acquisition of HD Supply Holdings, Inc., a Delaware corporation (“HD Supply”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 15, 2020, by and among the Company, Coronado Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and HD Supply.
As previously disclosed, pursuant to the Merger Agreement and upon the terms and subject to the conditions thereof, on November 24, 2020, Merger Sub commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of HD Supply at a price of $56.00 per Share (the “Offer Price”), net to the seller in cash, without interest, subject to any required withholding of taxes.
The Offer expired at 12:00 midnight, New York City time, at the end of the day on Wednesday, December 23, 2020 (the “Expiration Time”). The depositary agent for the Offer has advised the Company that, as of the Expiration Time, a total of 127,928,897 Shares had been validly tendered and not validly withdrawn in the Offer, representing approximately 82.9% of the outstanding Shares. The number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the condition to the Offer that there be validly tendered and not validly withdrawn prior to the expiration of the Offer a number of Shares that, together with all other Shares (if any) beneficially owned by the Company and its affiliates, represent a majority of the Shares outstanding at the expiration of the Offer (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)). All conditions to the Offer having been satisfied or waived, the Company and Merger Sub accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer.
On December 24, 2020, in accordance with the Merger Agreement and Section 251(h) of the General Corporation Law of the State of Delaware, Merger Sub merged with and into HD Supply (the “Merger”), and HD Supply survived the Merger as a wholly owned subsidiary of the Company. At the effective time of the Merger (the “Effective Time”), each Share that was issued and outstanding immediately prior to the Effective Time (other than Shares owned by the Company, Merger Sub 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 the Offer Price, net to the holder thereof, in cash, without interest thereon.
The foregoing description of the Merger Agreement and the transactions contemplated thereby as set forth in this Item 2.01 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on November 18, 2020 and which is incorporated herein by reference.
On December 24, 2020, the Company issued a press release announcing the completion of the acquisition of HD Supply, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
| * | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish the omitted schedules and exhibits to the Securities and Exchange Commission upon request. |
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