Item 8.01. Other Events.
On January 7, 2021, The Home Depot, Inc. (the "Company") completed a public
offering of of $500,000,000 aggregate principal amount of 0.900% Notes due
March 15, 2028 (the "2028 Notes"), $1,250,000,000 aggregate principal amount of
1.375% Notes due March 15, 2031 (the "2031 Notes"), and $1,250,000,000 aggregate
principal amount of 2.375% Notes due March 15, 2051 (together with the 2028
Notes and the 2031 Notes, the "Notes"). The offering of the Notes was made
pursuant to the Company's shelf registration statement on Form S-3 (Registration
No. 333-227052) filed with the Securities and Exchange Commission on August 27,
In connection with the offering of the Notes, on January 4, 2021 the Company
entered into an Underwriting Agreement (the "Underwriting Agreement") among the
Company and BofA Securities, Inc., Deutsche Bank Securities Inc., J.P. Morgan
Securities LLC, and Morgan Stanley & Co. LLC, as representatives of the several
underwriters named therein (together, the "Underwriters"). Pursuant to the
Underwriting Agreement, the Company agreed to sell the Notes to the
Underwriters, and the Underwriters agreed to purchase the Notes for resale to
the public. The Underwriting Agreement includes customary representations,
warranties and covenants by the Company. It also provides for customary
indemnification by each of the Company and the Underwriters against certain
liabilities and customary contribution provisions in respect of those
The Notes were issued under an Indenture dated as of May 4, 2005 (the
"Indenture") between the Company and Bank of New York Mellon Trust Company, N.A.
(formerly known as The Bank of New York Trust Company, N.A.), as Trustee.
The foregoing summary is qualified by reference to the Underwriting Agreement,
Indenture and the respective forms of global note for the offering, which are
filed as exhibits to this Current Report on Form 8-K and are incorporated by
reference herein and in the above-referenced shelf registration statement.
Item 9.01. Financial Statements and Exhibits.
The documents included as exhibits to this report are filed solely to provide
information about their terms, are not intended to provide any factual or other
information about the Company or the other parties to the agreements, and should
not be relied upon by investors for any other purpose.
1.1 Underwriting Agreement dated as of January 4, 2021 between The Home
Depot, Inc. and BofA Securities, Inc., Deutsche Bank Securities Inc.,
J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC, as
representatives of the underwriters.
4.1 Indenture dated as of May 4, 2005 between the Company and The Bank
of New York Mellon Trust Company, N.A., as Trustee - incorporated
herein by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-3 (Registration No. 333-124699).
4.2 Form of 0.900% Note due March 15, 2028.
4.3 Form of 1.375% Note due March 15, 2031.
4.4 Form of 2.375% Note due March 15, 2051.
5.1 Opinion of Alston & Bird LLP.
23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1).
104 The cover page from this Current Report on Form 8-K formatted in
Inline XBRL (included as Exhibit 101).
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