8-K

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): January 3, 2018 (December 28, 2017)

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. 3100 Cumberland Boulevard, Suite 1480 Atlanta, Georgia 30339 (770) 852-9000	Delaware	26-0486780
333-159809	HD SUPPLY, INC. 3100 Cumberland Boulevard, Suite 1480 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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o

Item 8.01. Other Events.

On January 3, 2018,  HD Supply Holdings, Inc. (the “Company” or “HD Supply”), HD Supply, Inc.’s parent company, issued a press release, filed as Exhibit 99.1 and incorporated herein by reference, announcing the Company had entered into a definitive agreement pursuant to which HD Supply, through an indirect wholly-owned subsidiary, will acquire each of A.H. Harris & Sons, Inc., Kenseal Construction Products, LLC and HarMac Rebar & Steel Corporation (together with certain affiliated entities) for $380 million, subject to a post-closing working capital adjustment. The transaction is expected to close in the Company’s fiscal first quarter of 2018, upon the satisfaction of customary closing conditions, including obtaining required regulatory approvals.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release “HD Supply Enters into Definitive Agreement to Purchase A.H. Harris” dated January 3, 2018.

2

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release “HD Supply Enters into Definitive Agreement to Purchase A.H. Harris” dated January 3, 2018.

3

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: January 3, 2018	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: January 3, 2018	HD Supply, Inc.
	By:	/s/ Dan S. McDevitt
		Dan S. McDevitt
		General Counsel and Corporate Secretary

4

EX-99.1

Exhibit 99.1

Media Contact:

Quiana Pinckney, APR

HD Supply Public Relations

770-852-9057

Quiana.Pinckney@hdsupply.com

FOR IMMEDIATE RELEASE

HD Supply Enters into Definitive Agreement to Acquire A.H. Harris

HD Supply Construction & Industrial — White Cap expands its market leading branch footprint, value-added products and solution services for existing and new customers

Globenewswire — January 3, 2018 — HD Supply Holdings, Inc. (Nasdaq: HDS), one of the largest industrial distributors in North America, today announced that it has entered into a definitive agreement to purchase A.H. Harris Construction Supplies, a leading specialty construction distributor serving the northeast and mid-Atlantic regions.  The purchase price is approximately $380 million. The transaction is expected to close in HD Supply’s first fiscal quarter of 2018 subject to obtaining customary regulatory approvals.

Headquartered in Hartford, Connecticut, A.H. Harris Construction Supplies operates more than 50 branches across 12 states and generated annual sales of approximately $380 million over the last twelve months.

“We are committed to investing in our business to continue to enhance our offering and customer experience,” said John Stegeman, President, HD Supply Construction & Industrial.  “The strategic addition of A.H. Harris perfectly aligns with our One Team culture and our commitment to provide the best mix of products, value-added services and expert solutions for our customers across our priority local markets.”

The purchase of A.H. Harris Construction Supplies further strengthens HD Supply Construction & Industrial — White Cap’s position as it enhances its market presence in the northeastern United States, deepens its product expertise and increases its penetration of value-add service offerings. The transaction aligns with HD Supply’s focused growth strategy to sell more to existing customers and acquire new customers.

“HD Supply will continue to focus on extending its position through disciplined organic growth execution and by selectively acquiring complementary companies such as A.H. Harris,” stated Joe DeAngelo, CEO of HD Supply. “We are excited to welcome the A.H. Harris associates to our HD Supply family.”

King & Spalding served as legal counsel to HD Supply on the transaction. Houlihan Lokey and Lincoln International acted as financial advisors and Kirkland & Ellis served as legal counsel to A.H. Harris Construction Supplies on the sale transaction.

About HD Supply Construction & Industrial

With approximately 220 locations in North America and more than 4,800 knowledgeable full-time associates,  HD Supply Construction & Industrial operates as three companies: HD Supply White Cap, HD Supply Brafasco and HD Supply Home Improvement Solutions. HD Supply White Cap is the nation’s leading distributor of

specialty hardware, tools and concrete accessories for professional contractors. HD Supply Brafasco is an industrial distributor in Canada that primarily focuses on servicing fasteners/industrial supplies. HD Supply Home Improvement Solutions offers remodeling and construction supplies to small remodeling contractors and trade professionals through local retail outlets. HD Supply Construction & Industrial is part of HD Supply (www.hdsupply.com), one of the largest diversified industrial distribution companies in North America.

About A.H. Harris Construction Supplies:

Founded in 1916, A.H. Harris Construction Supplies, supplies high-quality construction products and equipment for contractors, construction companies and government entities in the concrete construction, repair and restoration, road and bridge, rebar and rebar fabrication, waterproofing and glazing markets. It represents 500+ manufacturers and over 13,000 products. A.H. Harris has over 600 experienced team members, a multitude of delivery options and over 50 convenient locations in 12 states.

###