ATLANTA, Dec. 24, 2020 /PRNewswire/ -- The Home
Depot®, the world's largest home improvement retailer,
has completed the acquisition of HD Supply Holdings, Inc., for a
total enterprise value (including net cash) of approximately
$8 billion. HD Supply is a leading
national distributor of maintenance, repair and operations (MRO)
products in the multifamily and hospitality end markets. The
agreement to acquire HD Supply was announced on November 16, 2020.
"We're thrilled to welcome HD Supply associates to The Home
Depot," said Craig Menear, chairman
and CEO of The Home Depot. "The combination of the two businesses
will enable us to better serve both existing and new MRO customers,
and I look forward to the value this acquisition will bring to our
associates, customers and shareholders."
The acquisition of HD Supply is expected to position The Home
Depot as a premier provider in a highly fragmented MRO marketplace,
which the company estimates to be approximately $55 billion. HD Supply complements The Home
Depot's existing MRO business with a robust product offering and
value-added service capabilities, an experienced salesforce, and an
extensive, MRO-specific distribution network throughout the U.S.
and Canada.
The tender offer for all of the outstanding shares of HD Supply
expired at midnight, New York City
time, at the end of the day on December
23, 2020. American Stock Transfer & Trust Company,
LLC, the depository and paying agent for the tender offer, advised
The Home Depot that as of the tender offer expiration, a total of
127,928,897 shares had been validly tendered and not validly
withdrawn, representing approximately 82.9% of the outstanding
shares. All of the conditions of the offer have been satisfied
and The Home Depot and its subsidiary Coronado Acquisition Sub Inc.
have accepted for payment for $56 per
share in cash, without interest, subject to any required
withholding taxes, all shares validly tendered and not validly
withdrawn and will promptly pay for all such shares. Following
its acceptance of the tendered shares, The Home Depot completed the
acquisition of HD Supply through a merger of Coronado Acquisition
Sub Inc. with and into HD Supply. As a result of the merger,
HD Supply became a wholly owned subsidiary of The Home
Depot. In connection with the merger, all HD Supply shares not
validly tendered (other than shares held by The Home Depot,
Coronado Acquisition Sub Inc., HD Supply or any of their respective
direct or indirect wholly owned subsidiaries and shares held by
stockholders of HD Supply who have perfected their statutory
appraisal rights) have been cancelled and converted into the right
to receive the same $56 in cash
(without interest and subject to any required withholding taxes) as
will be paid for all HD Supply shares that were validly tendered
and not validly withdrawn.
About The Home Depot
The Home Depot is the world's
largest home improvement specialty retailer, with 2,295 retail
stores in all 50 states, the District of Columbia, Puerto
Rico, U.S. Virgin Islands, Guam, 10 Canadian provinces
and Mexico. In fiscal 2019, The Home Depot had sales
of $110.2 billion and earnings of $11.2 billion. The
Company employs more than 400,000 associates. The Home Depot's
stock is traded on the New York Stock Exchange (NYSE: HD) and is
included in the Dow Jones industrial average and Standard &
Poor's 500 index.
About HD Supply
HD Supply is one of the largest
wholesale distributors in North
America. The company provides a broad range of products and
value-add services to approximately 300,000 customers with
leadership positions in the living space maintenance, repair and
operations sector. Through approximately 44 distribution centers,
across 25 states and two Canadian provinces, the company's
approximately 5,500 associates provide localized, customer-tailored
products, services and expertise. For more information, visit
www.hdsupply.com.
Certain statements contained herein constitute "forward-looking
statements" as defined in the federal securities laws.
Forward-looking statements may relate to, among other things, the
acquisition of HD Supply that involves substantial risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by such statements (the
"acquisition"); statements about the potential benefits of the
acquisition; HD Supply's plans, objectives, expectations and
intentions; risks related to the ability to realize the anticipated
benefits of the acquisition, including the possibility that the
expected benefits from the transaction will not be realized or will
not be realized within the expected time period; the risk that the
businesses will not be integrated successfully; disruption from the
acquisition making it more difficult to maintain business and
operational relationships; negative effects of the consummation of
the acquisition on the market price of our common stock, credit
ratings or operating results; significant costs associated with the
acquisition; unknown liabilities; the impact on our business,
operations and financial results of the COVID-19 pandemic (which,
among other things, may affect many of the items listed below); the
demand for our products and services; net sales growth; comparable
sales; effects of competition; implementation of store,
interconnected retail, supply chain and technology initiatives;
inventory and in-stock positions; state of the economy; state of
the housing and home improvement markets; state of the credit
markets, including mortgages, home equity loans and consumer
credit; impact of tariffs; issues related to the payment methods we
accept; demand for credit offerings; management of relationships
with our associates, suppliers and vendors; international trade
disputes, natural disasters, public health issues (including
pandemics and related quarantines, shelter-in-place and other
governmental orders, and similar restrictions), and other business
interruptions that could disrupt supply or delivery of, or demand
for, the Company's products or services; continuation of share
repurchase programs; net earnings performance; earnings per share;
dividend targets; capital allocation and expenditures; liquidity;
return on invested capital; expense leverage; stock-based
compensation expense; commodity price inflation and deflation; the
ability to issue debt on terms and at rates acceptable to us; the
impact and expected outcome of investigations, inquiries, claims
and litigation; the effect of accounting charges; the effect of
adopting certain accounting standards; the impact of regulatory
changes; store openings and closures; guidance for fiscal 2020 and
beyond; financial outlook; and the integration of acquired
companies into our organization and the ability to recognize the
anticipated synergies and benefits of those acquisitions.
Forward-looking statements are based on currently available
information and our current assumptions, expectations and
projections about future events. You should not rely on our
forward-looking statements. These statements are not guarantees of
future performance and are subject to future events, risks and
uncertainties – many of which are beyond our control, dependent on
the actions of third parties, or are currently unknown to us – as
well as potentially inaccurate assumptions that could cause actual
results to differ materially from our expectations and projections.
These risks and uncertainties include, but are not limited to,
those described in Item 1A, "Risk Factors," and elsewhere in our
Annual Report on Form 10-K for our fiscal year ended February 2, 2020 and our Quarterly Report on Form
10-Q for the fiscal quarter ended November 1, 2020.
Forward-looking statements speak only as of the date they are
made, and we do not undertake to update these statements other than
as required by law. You are advised, however, to review any further
disclosures we make on related subjects in our periodic filings
with the Securities and Exchange Commission.
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SOURCE The Home Depot