HD SUPPLY, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-12-28: Form 8-K; Period of report 2020-12-24; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2020-12-17: Form 8-K; Period of report 2020-12-17; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2020-12-04: Form 8-K; Period of report 2020-12-04; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2020-10-22: Form 8-K/A; Period of report 2020-10-19; Description 9.01 Financial Statements and Exhibits; Details 9.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-12-28 | 8-K | 2020-12-24 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 On December 14, 2020 (the “Redemption Notice Date”), HD Supply, Inc. delivered a notice of conditional full redemption (the “Redemption Notice”) relating to the redemption on December 24, 2020 of all of its $750 million aggregate principal amount 5.375% Senior Notes due 2026 (the “Notes”), issued pursuant to the Indenture dated as of October 11, 2018 (the “Indenture”), among HD Supply, Inc., the subsidiary guarantors from time to time party thereto and Wells Fargo Bank, National Association, as trustee. 2.01 The information under the Introductory Note is incorporated by reference into this Item 2.01. 3.01 Prior to the Effective Time, the Shares were listed and traded on The NASDAQ Global Select Market under the trading symbol “HDS”. 3.03 The information under the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 At the Effective Time, a change in control of the Company and HD Supply, Inc. occurred, and the Company and HD Supply, Inc. became wholly owned subsidiaries of Parent. 5.02 On December 24, 2020, Shane O’Kelly, Senior Vice President of Parent, became Chief Executive Officer of the Surviving Corporation and Joseph J. DeAngelo, the Chairman and Chief Executive Officer of the Company, left the Company. 5.03 In connection with the consummation of the Merger, at the Effective Time, the certificate of incorporation and the bylaws of the Surviving Corporation were each amended and restated in their entirety. | tm2039308d1_8k.htm |
| 2020-12-17 | 8-K | 2020-12-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously disclosed, On November 15, 2020, HD Supply Holdings, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The Home Depot, Inc., a Delaware corporation (“Parent”), and Coronado Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). | tm2036067d7_8k.htm |
| 2020-12-04 | 8-K | 2020-12-04 | 2.02 Results of Operations and Financial Condition | 2.02 On December 4, 2020, HD Supply Holdings, Inc. (the “Company” or “HD Supply”), HD Supply, Inc.’s parent company, issued a press release, filed as Exhibit 99.1 and incorporated herein by reference, announcing the Company’s financial results for the three months ended November 1, 2020 and certain other information. | tm2033870d2_8k.htm |
| 2020-10-22 | 8-K/A | 2020-10-19 | 9.01 Financial Statements and Exhibits | 9.01 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. | tm2033400-2_8ka.htm |
| 2020-10-19 | 8-K | 2020-10-19 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 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”), completed its previously announced sale of the Company’s Construction & Industrial business 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 (the “Transaction Agreement”), dated as of August 10, 2020, by and between HDS and the Purchaser. | tm2033400d1_8k.htm |
| 2020-09-29 | 8-K | 2020-09-27 | 8.01 Other Events | 8.01 On September 27, 2020, the Board of Directors (the “Board”) of HD Supply Holdings, Inc. (the “Company”) authorized the Company to enter into a share repurchase program for the repurchase of up to an aggregate amount of $500 million of the Company’s common stock in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). | tm2031915-1_8k.htm |
| 2020-09-09 | 8-K | 2020-09-08 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On September 9, 2020, HD Supply Holdings, Inc. (the “Company” or “HD Supply”), HD Supply, Inc.’s parent company, will issue a press release, filed as Exhibit 99.1 and incorporated herein by reference, announcing the Company’s financial results for the three months ended August 2, 2020 and certain other information. 7.01 The slide presentation attached hereto as Exhibit 99.2, and incorporated herein by reference, will be presented to certain investors of HD Supply on September 9, 2020 and may be used by HD Supply in various other presentations to investors. | tm2030382-1_8k.htm |
| 2020-08-21 | 8-K | 2020-08-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 20, 2020, the Compensation Committee of the Board of Directors of HD Supply Holdings, Inc. and HD Supply, Inc. (collectively, the “Company”) approved the fiscal 2020 annual incentive plan (“2020 AIP”) for Company associates, including our named executive officers, who will remain employees of the Company after the closing of the sale of our Construction and Industrial—White Cap business. | tm2027129-2_8k.htm |
| 2020-08-11 | 8-K | 2020-08-07 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On August 11, 2020, the Company published a press release announcing the Transaction. | tm2027129d1_8k.htm |
| 2020-06-29 | 8-K | 2020-06-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On June 28, 2020, the board of directors (collectively, the “Board”) of HD Supply Holdings, Inc. (“Holdings”) and HD Supply, Inc. (collectively, the “Company”) appointed Milford W. McGuirt to serve as a member of the Company’s Board until the next annual meeting of stockholders and until his successor is elected and duly qualified. 7.01 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. | tm2023707d1_8k.htm |
| 2020-06-09 | 8-K | 2020-06-08 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On June 9, 2020, HD Supply Holdings, Inc. (the “Company” or “HD Supply”), HD Supply, Inc.’s parent company, will issue a press release, filed as Exhibit 99.1 and incorporated herein by reference, announcing the Company’s financial results for the three months ended May 3, 2020 and certain other information. 7.01 The slide presentation attached hereto as Exhibit 99.2, and incorporated herein by reference, will be presented to certain investors of HD Supply on June 9, 2020 and may be used by HD Supply in various other presentations to investors. | tm2020238d2_8k.htm |
| 2020-03-30 | 8-K | 2020-03-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 In response to recent market uncertainty related to the coronavirus (COVID-19) pandemic, Joseph J. DeAngelo, Chairman, President and Chief Executive Officer of HD Supply Holdings, Inc. and HD Supply, Inc. (collectively, the “Company”), informed the Company’s Board of Directors and Compensation Committee of the Board on March 27, 2020 that he wished to voluntarily waive his annual base salary for the remainder of the year. 7.01 On March 30, 2020, HD Supply Holdings, Inc., HD Supply, Inc.’s parent company, issued a press release, filed as Exhibit 99.1 and incorporated herein by reference. | tm2014081-1_8k.htm |
| 2020-03-17 | 8-K | 2020-03-16 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 17, 2020, HD Supply Holdings, Inc. (the “Company” or “HD Supply”), HD Supply, Inc.’s parent company, will issue a press release, filed as Exhibit 99.1 and incorporated herein by reference, announcing the Company’s financial results for the three months and full year ended February 2, 2020 and certain other information. 7.01 The slide presentation attached hereto as Exhibit 99.2, and incorporated herein by reference, will be presented to certain investors of HD Supply on March 17, 2020 and may be used by HD Supply in various other presentations to investors. | tm2012726-1_8k.htm |