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HD SUPPLY, INC. Form 8-K: Current report, 2015

HD SUPPLY, INC. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2015-12-08: Form 8-K; Period of report 2015-12-08; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
  • 2015-11-20: Form 8-K; Period of report 2015-11-20; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 5.02.
  • 2015-11-12: Form 8-K; Period of report 2015-11-11; Description 7.01 Regulation FD Disclosure; Details 7.01.
  • 2015-11-04: Form 8-K; Period of report 2015-11-04; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2015-12-088-K2015-12-082.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 On December 8, 2015, 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, 2015.
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 December 8, 2015 and may be used by HD Supply in various other presentations to investors.
a15-24625_18k.htm
2015-11-208-K2015-11-205.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On November 20, 2015, the board of directors of HD Supply Holdings, Inc. (“Holdings”) and HD Supply, Inc. (collectively, the “Board”) accepted the offer of resignation of James G. Berges from the Board, and his related responsibilities as Lead Director and as a member of the Nominating and Corporate Governance and Corporate Development and Finance Committees of Holdings.
8.01 On November 20, 2015, Holdings’ Board, upon the recommendation of the Nominating and Corporate Governance Committee, amended Holdings’ Corporate Governance Guidelines to adopt a policy to provide for majority voting in uncontested elections of directors, which is effective immediately.
a15-23857_18k.htm
2015-11-128-K2015-11-117.01 Regulation FD Disclosure7.01 The slide presentation attached hereto as Exhibit 99.1, and incorporated herein by reference, will be presented at the 2015 Baird Industrial Conference on November 11, 2015, and may be used by HD Supply in various other presentations to investors.a15-22772_18k.htm
2015-11-048-K2015-11-042.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 As part of a presentation at the 2015 Goldman Sachs Industrial Conference on November 4, 2015, filed as Exhibit 99.1 and incorporated herein by reference, HD Supply Holdings, Inc. (the “Company” or “HD Supply”), HD Supply, Inc.’s parent company, intends to revise its previously issued third-quarter 2015 outlook.
7.01 The slide presentation attached hereto as Exhibit 99.1, and incorporated herein by reference, will be presented at the 2015 Goldman Sachs Industrial Conference on November 4, 2015, and may be used by HD Supply in various other presentations to investors.
a15-22306_18k.htm
2015-10-138-K2015-10-137.01 Regulation FD Disclosure7.01 On October 13, 2015, HD Supply Holdings, Inc. issued a press release announcing HD Supply, Inc., its indirect wholly-owned subsidiary, had completed the previously announced redemption of all $675,000,000 of its issued and outstanding 11% Senior Secured Second Priority Notes due 2020.a15-20966_18k.htm
2015-10-068-K2015-10-052.01 Completion of Acquisition or Disposition of Assets2.01 On October 5, 2015, pursuant to the Purchase Agreement (the “Purchase Agreement”), dated as of July 15, 2015, among HD Supply, Inc., a Delaware corporation (“HD Supply”), HD Supply Holdings, LLC, a Florida limited liability company (“Holdings LLC”), HD Supply GP & Management, Inc., a Delaware corporation (“HDS GP”), HD Supply Power Solutions Group, Inc., a Delaware corporation (“HDS PS Group”), Brafasco Holdings, II, Inc., a Delaware corporation (“Brafasco”, and collectively with HD Supply, Holdings LLC, HDS GP and HDS PS Group, the “Sellers”) and Anixter Inc., a Delaware corporation (the “Buyer”), the Sellers and certain affiliates of the Sellers completed the sale to the Buyer, and the Buyer purchased from the Sellers (a) all of the issued and outstanding equity interests of: (i) HD Supply Power Solutions, Ltd., a Florida limited partnership (“HDS PS”), (ii) HDS Power Solutions, Inc., a Michigan corporation (“HDS Power Solutions”), and (iii) Pro Canadian Holdings I, ULC, a Nova Scotia unlimited liability company (“Pro Canadian”, and collectively with HDS PS and HDS Power Solutions, the “Purchased Companies”), and (b) certain specified assets of the Sellers and certain affiliates of the Sellers (the “Transactions”).a15-20724_18k.htm
2015-09-108-K2015-09-107.01 Regulation FD Disclosure7.01 On September 10, 2015, HD Supply, Inc. (the “Company”), an indirect wholly-owned subsidiary of HD Supply Holdings, Inc., gave notice of conditional full redemption pursuant to the Indenture, dated as of April 12, 2012, as supplemented (the “Indenture”), among the Company, Wilmington Trust, National Association, as Trustee and Second Priority Note Collateral Agent, and the subsidiary guarantors party thereto, that the Company has elected to redeem all of its outstanding 11% Senior Secured Second Priority Notes due 2020 totaling $675 million in aggregate principal amount, subject to the satisfaction of specified conditions precedent set forth in the redemption notice, including the consummation on or prior to the redemption date of the previously announced sale of the Company’s Power Solutions business to Anixter Inc. and receipt by the Company of cash proceeds therefrom in an amount of at least $825 million (subject to customary post-closing working capital and other adjustments, as described in the Purchase Agreement, dated as of July 15, 2015, by and among the Company, HD Supply Holdings, LLC, HD Supply GP & Management, Inc., HD Supply Power Solutions Group, Inc., Brafasco Holdings II, Inc. and Anixter Inc.).a15-19215_18k.htm
2015-09-098-K2015-09-045.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On September 4, 2015, Anesa T. Chaibi, President and Chief Executive Officer, HD Supply Facilities Maintenance, resigned from her position with HD Supply, but has agreed to remain employed with HD Supply through October 9, 2015 to assist in transitioning her responsibilities.a15-19082_28k.htm
2015-09-098-K2015-09-092.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 On September 9, 2015, 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 second fiscal quarter ended August 2, 2015.
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, 2015 and may be used by HD Supply in various other presentations to investors.
a15-19082_18k.htm
2015-08-188-K2015-08-131.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth in Item 1.01 in this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
5.02 On August 14, 2015, in connection with the sale by Bain Capital Integral Investors 2006, LLC of its remaining stock investment in Holdings, the board of directors (collectively, the “Board”) of Holdings and HDS accepted the offer of resignation of Paul B. Edgerley from the Board, and his related responsibilities on the Nominating and Corporate Governance and Corporate Development and Finance Committees.
a15-18116_18k.htm
2015-08-038-K2015-08-037.01 Regulation FD Disclosure7.01 On August 3, 2015, the Company issued a press release announcing its intent to amend and extend HD Supply, Inc.’s secured term loan facility, a copy of which press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.a15-16742_18k.htm
2015-08-038-K2015-08-037.01 Regulation FD Disclosure7.01 The slide presentation attached hereto as Exhibit 99.1, and incorporated herein by reference, will be presented to certain lenders on August 3, 2015 and may be used by HD Supply in various other presentations.a15-16742_28k.htm
2015-07-228-K2015-07-228.01 Other Events8.01 HD Supply, Inc. may seek opportunistically amendments to one or more agreements governing its outstanding indebtedness.a15-16033_18k.htm
2015-07-168-K2015-07-167.01 Regulation FD Disclosure7.01 The slide presentation attached hereto as Exhibit 99.1, and incorporated herein by reference, will be presented to certain investors of HD Supply on July 16, 2015 and may be used by HD Supply in various other presentations to investors.a15-15710_18k.htm
2015-07-158-K2015-07-151.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
7.01 On July 15, 2015, the Company issued a press release announcing the execution of the Purchase Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
a15-15710_28k.htm
2015-06-098-K2015-06-092.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 On June 9, 2015, 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 May 3, 2015.
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, 2015 and may be used by HD Supply in various other presentations to investors.
a15-13634_18k.htm
2015-03-248-K2015-03-242.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 On March 24, 2015, 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 and fiscal year ended February 1, 2015.
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 24, 2015 and may be used by HD Supply in various other presentations to investors.
a15-7419_18k.htm
2015-03-128-K2015-03-128.01 Other Events8.01 The independent directors of the Board of Directors (the “Board”) of HD Supply Holdings, Inc. and HD Supply, Inc. (together, the “Company”) today appointed Joseph J. DeAngelo as Chairman of the Board, President and Chief Executive Officer, and James G. Berges as independent Lead Director of the Board.a15-6704_18k.htm
2015-03-048-K2015-03-047.01 Regulation FD Disclosure7.01 The slide presentation attached hereto as Exhibit 99.1, and incorporated herein by reference, will be presented at the 2015 Raymond James Institutional Investors Conference on March 4, 2015, and may be used by HD Supply Holdings, Inc. and HD Supply, Inc. in various other presentations.a15-5836_18k.htm
2015-01-278-K2015-01-275.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Ricardo Nuñez, Senior Vice President, General Counsel and Corporate Secretary, resigned from his position at HD Supply effective January 27, 2015.a15-3239_18k.htm
2015-01-138-K2015-01-125.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 12, 2015, in connection with the sale by Carlyle Partners V., L.P. and related funds of its remaining stock investment in HD Supply Holdings, Inc. (“Holdings”), the board of directors (collectively, the “Board”) of Holdings and HD Supply, Inc., accepted the offer of resignation of Gregory S. Ledford from the Board, and his related responsibilities on the Nominating and Corporate Governance and Executive Committees.a15-2243_18k.htm