UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT ~~Pursuant to Section~~ TO SECTION 13 or OR 15(d) OF THE ~~of the Securities Exchange Act of~~ SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of ~~Earliest Event~~earliest ~~Reported~~event reported): ~~November~~December 164, 2020 ~~(November 15, 2020)~~

HD SUPPLY HOLDINGS, INC.

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

~~(Exact~~333-159809 ~~Name~~HD ofSUPPLY, ~~Registrant~~INC. as3400 ~~Specified~~Cumberland ~~in its~~Boulevard ~~Charter~~Atlanta, Georgia 30339 (770) 852-9000 Delaware 75-2007383

Delaware	001-35979	26-0486780
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

3400 Cumberland Boulevard Atlanta, Georgia		30339
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (770) 852-9000

Not Applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed since ~~Since~~last ~~Last Report~~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) ¨ 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))

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))

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 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 o¨

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. o¨

Item 12.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On December ~~November 15~~4, 2020, HD Supply Holdings, Inc.~~, a~~ ~~Delaware corporation~~ (the “Company”), ~~entered~~or ~~into an Agreement and Plan of Merger (the~~ “~~Merger~~HD ~~Agreement~~Supply”) ~~with The Home Depot~~, ~~Inc.,~~ aHD ~~Delaware corporation (“Parent”)~~Supply, ~~and Coronado Acquisition Sub~~ Inc.~~, a Delaware corporation~~’s ~~and~~parent ~~a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the terms of the Merger Agreement~~company, ~~Parent~~issued ~~has agreed to cause Merger Sub to commence~~ a ~~tender~~press ~~offer (as it may be extended~~release, ~~amended~~filed oras ~~supplemented~~Exhibit ~~from~~99.1 ~~time to time, the “Offer”) to purchase any~~ and ~~all~~incorporated ofherein ~~the~~by ~~outstanding shares of common stock~~reference, ~~par~~announcing ~~value $0.01 per share, of~~ the Company ~~(the “Shares”),~~’s atfinancial aresults ~~price~~for ~~of $56.00 per Share (~~the ~~“Offer~~three ~~Price”),~~months ~~net~~ended toNovember ~~the holder thereof~~1, in2020 ~~cash,~~and ~~without~~certain ~~interest~~other ~~thereon~~information.

~~Following~~In ~~the consummation of the Offer, Merger Sub will merge with and into the Company (the “Merger”) in~~ accordance with ~~the Merger Agreement and Section 251(h) of the~~ General ~~Corporation~~Instruction ~~Law~~B.2 of ~~the~~Form ~~State~~8-K, ~~of Delaware (~~the information ~~“DGCL”),~~in ~~and~~this ~~the~~Item ~~Company~~2.02 ~~will~~of ~~survive~~this ~~the~~Current ~~Merger~~Report ason aForm ~~wholly owned~~8-K, ~~subsidiary~~including ofExhibit ~~Parent~~99.1 Atattached ~~the~~hereto, ~~effective~~shall ~~time~~not ofbe ~~the~~deemed ~~Merger (the~~ “~~Effective Time~~filed”), for ~~each~~the ~~Share~~purposes ~~that~~of isSection ~~not~~18 ~~tendered and~~of ~~accepted pursuant to~~ the ~~Offer~~Securities ~~(other~~Exchange ~~than~~Act ~~Shares~~of ~~owned~~1934, byas ~~Parent~~amended, ~~Merger Sub~~ or ~~the~~otherwise ~~Company,~~subject orto bythe ~~any~~liabilities of ~~their respective~~that ~~direct~~section, ornor ~~indirect~~shall ~~wholly~~it ~~owned~~be ~~subsidiaries,~~deemed ~~and~~incorporated ~~Shares held~~ by ~~stockholders~~reference ofin ~~the~~any ~~Company~~filing ~~who~~under ~~are~~the ~~entitled~~Securities toAct ~~demand and who have properly and validly demanded their statutory rights~~ of ~~appraisal~~1933, inas ~~compliance~~amended, ~~with~~or ~~Section 262 of~~ the ~~DGCL) will be~~Securities ~~automatically~~Exchange ~~converted~~Act ~~into~~of ~~the~~1934, ~~right~~as toamended, ~~receive~~except ~~the~~as ~~Offer~~shall ~~Price,~~be ~~net~~expressly toset ~~the~~forth ~~holder~~by ~~thereof,~~specific reference in ~~cash,~~such ~~without~~a ~~interest thereon~~filing.

~~The~~Item ~~board~~9.01 ofFinancial ~~directors~~Statements ~~of the Company (the “Company Board”) has approved the Merger Agreement~~ and determined that the Offer, the Merger and the other transactions contemplated by the Merger Agreement are advisable and fair to the stockholders of the Company and in the best interests of the Company, and recommends that the stockholders of the Company accept the Offer and tender their Shares to Merger Sub pursuant to the OfferExhibits.

~~The obligation of Merger Sub to purchase Shares tendered in the Offer is subject to customary closing conditions, including, among other things,~~ (id) ~~that~~ at the expiration of the Offer a simple majority of all of the outstanding Shares (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) be validly tendered and not withdrawn in accordance with the terms of the Offer (the “Minimum Condition”) and (ii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The Offer is not subject to any financing condition.Exhibits

The Merger Agreement includes representations, warranties and covenants of the parties customary for a transaction of this nature. Among them, the Company has agreed to conduct its operations in the ordinary course during the period between the execution of the Merger Agreement and the Effective Time.

Exhibit No.		Description of Exhibit

99.1		Press Release “HD Supply Holdings, Inc. Announces Fiscal 2020 Third-Quarter Results,” dated December 4, 2020

104		Cover Page Interactive Data File (embedded within the inline XBRL document)

Pursuant to the “no-shop” provisions in the Merger Agreement, the Company will become subject to customary “no-shop” restrictions on its and its representatives’ ability to solicit, discuss or negotiate alternative acquisition proposals from third parties, subject to exceptions for acquisition proposals that the Company Board determines in good faith constitutes or could reasonably be expected to result in a “Superior Proposal” (as defined in the Merger Agreement) (the “No-Shop Provisions”).SIGNATURE

~~The~~Pursuant ~~Merger Agreement also includes customary termination rights for both the Company and Parent, including, among others, the right~~ to ~~terminate in~~ the ~~event~~requirements ~~the closing~~ of ~~the~~ ~~Offer has not occurred on or before August 15, 2021 (~~the ~~“Outside Date”), provided that the Outside Date will~~Securities beExchange ~~automatically extended to November 15, 2021 if the closing conditions regarding the HSR~~ Act ~~have not been met as~~ of ~~August 15~~1934, ~~2021.~~ Inas ~~addition~~amended, the ~~Company~~registrant has ~~agreed~~duly tocaused ~~pay~~this ~~Parent~~report ~~a termination fee of $275,000,000 in cash upon termination of the Merger Agreement under certain specified circumstances, including, among others, (i) in order for the Company~~ to ~~enter~~be ~~into~~signed anon ~~alternative transaction~~its ~~for~~behalf aby ~~Superior Proposal, (ii) a change in~~ the ~~Company~~undersigned ~~Board’s recommendation that the Company’s stockholders~~hereunto ~~tender~~duly ~~their Shares in the Offer or (iii) a material and deliberate breach by the Company of the No-Shop Provisions~~authorized.

Under the terms of the Merger Agreement, immediately prior to the Effective Time, each then-outstanding Company equity or equity-based award will be automatically converted into the right to receive the Offer Price (less the applicable exercise price per Share with respect to Company stock options), without any interest thereon and less any required withholding taxes.

Date: December 4, 2020	HD Supply Holdings, Inc.

	By:	/s/ Dan S. McDevitt
		Dan S. McDevitt
		General Counsel and Corporate Secretary

The foregoing description of the Merger Agreement and the transactions contemplated thereby as set forth in this Item 1.01 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 is attached hereto as Exhibit 2.1 and is incorporated herein by reference.SIGNATURE

~~The~~Pursuant ~~Merger Agreement has been included~~ to ~~provide investors and stockholders with information regarding its terms and is not intended to provide any factual information about~~ the ~~Company,~~requirements ~~Parent or Merger Sub. The representations, warranties and covenants contained in the Merger Agreement have been made solely for the purposes~~ of the ~~Merger Agreement and as of specific dates; were solely for the benefit of the parties to the~~Securities ~~Merger~~Exchange ~~Agreement;~~Act ~~are not intended as statements~~ of ~~fact to be relied upon by the Company’s stockholders or other security holders~~1934, ~~but rather~~ as aamended, ~~way of allocating~~ the ~~risk~~registrant ~~between~~has ~~the~~duly ~~parties~~caused tothis ~~the~~report ~~Merger Agreement in the event the statements therein prove~~ to be ~~inaccurate;~~signed ~~have~~on ~~been~~its ~~modified~~behalf ~~or qualified~~ by ~~certain confidential disclosures that were made between~~ the ~~parties in~~undersigned ~~connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement itself;~~hereunto ~~may~~duly ~~no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by the Company’s stockholders or other security holders~~authorized. The Company’s stockholders or other security holders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or circumstances of the Company, Parent or Merger Sub. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s or Parent’s public disclosures.

Item 7.01 Regulation FD Disclosure.

Date: December 4, 2020	HD Supply, Inc.

	By:	/s/ Dan S. McDevitt
		Dan S. McDevitt
		General Counsel and Corporate Secretary

On November 16, 2020, the Company issued a press release announcing the execution of the Merger Agreement and the transactions related thereto. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Co-Registrant CIK	0001465264
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2020-12-04
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)

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.

Additional Information and Where to Find It

The tender offer described herein has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any common stock of the Company or any other securities. On the commencement date of the tender offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission (the “SEC”) by Parent and Merger Sub, and a solicitation/recommendation statement on Schedule 14D-9 will be filed with the SEC by the Company. The offer to purchase common stock of the Company will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SUCH STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the information agent for the tender offer that will be named in the tender offer statement on Schedule TO. Copies of the documents filed with the SEC by the Company, including the solicitation/recommendation statement on Schedule 14D-9, will be available free of charge on the Company’s internet website at https://ir.hdsupply.com/investors.

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Cautionary Note Regarding Forward-Looking Statements

This document, including the exhibits attached hereto and incorporated herein, contains forward-looking statements. Any statements that are not statements of historical fact are forward-looking statements. Generally, these statements may be identified by the use of words such as “expect,” “intend,” “anticipate,” “believe,” “estimate,” “potential,” “should” or similar words. These forward-looking statements are based on a number of assumptions that could ultimately prove inaccurate. Forward-looking statements made herein with respect to the Offer, the Merger and related transactions, including, for example, the timing of the completion of the Merger and the potential benefits of the Merger, reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, the Company’s actual results may differ materially from its expectations or projections. The following factors, among others, could cause actual plans and results to differ materially from those described in forward-looking statements: (i) uncertainties as to the timing of the Offer and the Merger; (ii) uncertainties as to how many Company stockholders will tender their Shares in the Offer; (iii) the possibility that competing acquisition proposals will be made; (iv) the possibility that the Company will terminate the Merger Agreement to enter into an alternative transaction; (v) the possibility that various closing conditions for the transactions contemplated by the Merger Agreement may not be satisfied or waived; (vi) the risk that the Merger Agreement may be terminated in circumstances requiring the Company to pay a termination fee; (vii) the potential impact of the announcement or consummation of the proposed transactions on the Company’s relationships, including with employees, suppliers and customers; and (viii) the other factors and financial, operational and legal risks or uncertainties described in the Company’s public filings with the SEC, including the “Risk Factors” sections of the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2020 and subsequent Quarterly Reports on Form 10-Q, as well as the tender offer materials filed and to be filed by Parent and Merger Sub in connection with the Offer and the solicitation/recommendation statement to be filed by the Company. The Company disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of November 15, 2020, by and among The Home Depot, Inc., Coronado Acquisition Sub Inc., and HD Supply Holdings, Inc.*
99.1		Press Release of the Company, issued on November 16, 2020.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. HD Supply Holdings, Inc. will furnish the omitted schedules and exhibits to the Securities and Exchange Commission upon request.

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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: November 16, 2020	HD Supply Holdings, Inc.
	By:	/s/ Dan S. McDevitt
		Dan S. McDevitt
		General Counsel and Corporate Secretary

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Filing Compare · HD Supply Holdings, Inc.