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.
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