Docoh
Loading...

HDS HD Supply

Filed: 29 Sep 20, 4:15pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

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

 

Date of Report (Date of earliest event reported): September 29, 2020 (September 27, 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:

 

¨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 classTrading Symbol(s)Name of Exchange on which registered
Common stock, $0.01 par value per shareHDSThe 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 ¨

 

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. ¨

 

 

 

 

 

 

Item 8.01 Other Events.

 

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”). The Company will conduct repurchases under the program in the open market and through broker negotiated purchases in compliance with Rule 10b-18 of the Exchange Act, and subject to market conditions, applicable legal requirements, contractual restrictions, and other relevant factors. The share repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be terminated at any time at the Company’s discretion. The Company had 162,183,694 shares of common stock outstanding as of September 4, 2020.

 

The share repurchases are expected to be funded from proceeds received from the sale of the Company’s Construction and Industrial—White Cap business to Clayton, Dubilier and Rice, LLC and its affiliates (expected to close in October 2020) and available cash balances from ongoing operations.  The program will not be effective until completion of the existing $500 million share repurchase program that was approved by the Board in March 2020.

 

 

 

 

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: September 29, 2020HD 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: September 29, 2020HD Supply, Inc.
   
 By:/s/ Dan S. McDevitt
  Dan S. McDevitt
  General Counsel and Corporate Secretary

 

 

 

Co-Registrant CIK0001465264
Co-Registrant Amendment Flagfalse
Co-Registrant Form Type8-K
Co-Registrant DocumentPeriodEndDate2020-09-27
Co-Registrant Written Communicationsfalse
Co-Registrant Solicitating Materialsfalse
Co-Registrant PreCommencement Tender Offerfalse
Co-Registrant PreCommencement Issuer Tender Offerfalse
Co-Registrant Emerging Growth Companyfalse
Co-Registrant Memeber:HD Supply, Inc. (Total HDS)