HD SUPPLY HOLDINGS, INC. : Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 1.02 Termination of a Material Definitive Agreement.

Redemption of Notes, Satisfaction and Discharge of Indenture

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. The Redemption Notice conditioned the redemption of Notes upon the consummation of the Merger, which was consummated on December 24, 2020. The Notes were redeemed in full on December 24, 2020.

On December 24, 2020, following the redemption of the Notes, HD Supply, Inc. satisfied and discharged all obligations under the Indenture.

Prepayment and Termination of ABL Facility

In connection with the consummation of the Merger, on December 24, 2020, HD Supply, Inc. terminated its ABL Credit Agreement, dated as of April 12, 2012 (as amended from time to time, the "ABL Facility"), among HD Supply, Inc., the other borrowers from time to time party thereto, the several lenders and financial institutions from time to time party thereto, Wells Fargo Bank, National Association (as successor in interest to General Electric Capital Corporation), as administrative agent and Wells Fargo Capital Finance Corporation Canada (as successor in interest to GE Canada Finance Holding Company), as Canadian Agent. In connection with the termination of the ABL Facility, HD Supply, Inc. repaid all of the outstanding obligations, in respect of any principal, interest and fees under the ABL Facility.

Prepayment and Termination of Term Loan Facility

In connection with the consummation of the Merger, on December 24, 2020, HD Supply, Inc. terminated its Credit Agreement, dated as of April 12, 2012 (as amended from time to time, the "Term Loan Facility"), among HD Supply, Inc., the several lenders and financial institutions from time to time party thereto, Bank of America, N.A., as administrative agent and the other parties thereto. In connection with the termination of the Term Loan Facility, HD Supply, Inc. repaid all of the outstanding obligations in respect of any principal, interest and fees under the Term Loan Facility.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information under the Introductory Note is incorporated by reference into this Item 2.01.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Prior to the Effective Time, the Shares were listed and traded on The NASDAQ Global Select Market under the trading symbol "HDS". In connection with the consummation of the Merger, on December 24, 2020 the parties requested that The Nasdaq Stock Market LLC (i) suspend trading of the Shares on The NASDAQ Global Select Market at the close of business on December 24, 2020 and (ii) file a Form 25 with the SEC to remove the Shares from listing on The NASDAQ Global Select Market and terminate the registration of the Shares pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). The Form 25 was filed on December 28, 2020.

The Company intends to file a Form 15 with the SEC to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

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.

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Item 5.01 Changes in Control of Registrant.

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.

The information disclosed under the Introductory Note and Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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. Also on December 24, 2020, Isabel Janci, Vice President - Investor Relations and Treasurer of Parent, became the Assistant Treasurer of the Surviving Corporation.

Pursuant to the terms of the Merger Agreement, on December 24, 2020, the board of directors of Merger Sub immediately prior to the Effective Time, which consisted of Richard V. McPhail and Teresa Wynn Roseborough, became the board of directors of the Surviving Corporation. Accordingly, as of the Effective Time, all directors of the Company serving as of immediately prior to the Effective Time ceased serving as directors.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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. Copies of the Surviving Corporation's amended and restated certificate of incorporation and amended and restated bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

  (d) Exhibits




Exhibit
  No.                                     Description

  2.1          Agreement and Plan of Merger, dated as of November 15, 2020, by and
             among The Home Depot, Inc., Coronado Acquisition Sub Inc., and HD
             Supply Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the
             Company's Current Report on Form 8-K filed with the SEC on November
             16, 2020)*

  3.1          Amended and Restated Certificate of Incorporation of the Surviving
             Corporation

  3.2          Amended and Restated Bylaws of the Surviving Corporation

  104        Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of

Regulation S-K. HD Supply Holdings, Inc. will furnish the omitted schedules and

exhibits to the SEC upon request.

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