0001573097 false 0001465264 false 8-K/A 2020-10-19 false false false false false 0001573097 2020-10-19 2020-10-19 0001573097 hds:HDSupplyIncMember 2020-10-19 2020-10-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): October 19, 2020

 

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
             
333-159809  

HD SUPPLY, INC.

3400 Cumberland Boulevard

Atlanta, Georgia 30339

(770) 852-9000

  Delaware   75-2007383

 

Not Applicable

(Former name or former address, if changed since last 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 (see General Instruction A.2. below):

 

¨ 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))

 

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 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 ¨

 

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. ¨

 

 

Co-Registrant CIK 0001465264
Co-Registrant Amendment Flag false
Co-Registrant Form Type 8-K/A
Co-Registrant DocumentPeriodEndDate 2020-10-19
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)

 

 

 

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”) filed a Current Report on Form 8-K (the “Form 8-K”) in connection with the completion, on October 19, 2020, of the previously announced sale of the Company’s Construction & Industrial business (the “C&I Disposition”) 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, dated as of August 10, 2020, by and between HDS and the Purchaser.

 

This Current Report on Form 8-K/A is being filed to amend the Form 8-K to provide the pro forma financial information described below, in accordance with the requirements of Item 9.01 of Form 8-K. Except as described below, all other information in the Company’s Current Report on Form 8-K filed on October 19, 2020 remains unchanged.

 

Item 9.01 Financial Statements and Exhibits.

 

(b) Pro Forma Financial Information

 

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. The pro forma financial statements reflect adjustments for the C&I Disposition and the use of proceeds from the C&I Disposition. The Company has filed these unaudited pro forma consolidated financial statements in connection with the closing of the C&I Disposition described in Item 2.01 to the Form 8-K.

 

(d) Exhibits

 

Exhibit No.   Description of Exhibits
     
99.1   Unaudited pro forma consolidated financial statements of HD Supply Holdings, Inc.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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: October 22, 2020 HD Supply Holdings, Inc.
   
  By: /s/ Dan S. McDevitt
    Dan S. McDevitt
  General Counsel and Corporate Secretary

 

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: October 22, 2020 HD Supply, Inc.
   
  By: /s/ Dan S. McDevitt
    Dan S. McDevitt
  General Counsel and Corporate Secretary

 

-2-

 

 

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