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): July 9, 2007
THE HOME DEPOT, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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1-8207
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95-3261426 |
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| (State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer Identification No.) |
| of Incorporation) |
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2455 Paces Ferry Road, N.W. Atlanta, Georgia 30339
(Address of Principal Executive Offices) (Zip Code)
(770) 433-8211
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction
A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
The Home Depot, Inc. (“the Company”)
has obtained a commitment from Lehman Commercial
Paper Inc., Merrill Lynch Capital Corporation and certain of their
affiliates (the “Lenders”) to provide a $10 billion
credit facility pursuant to a commitment letter, dated July 9, 2007
(the “Commitment Letter”) in connection with
the Company’s offer to purchase up to 250 million shares of its common stock (the “Offer”). The
terms and conditions of the Offer are described in the Company’s Offer to Purchase, dated July 10,
2007, which was filed with the Securities and Exchange Commission (“SEC”) as Exhibit (a)(1)(A) to
its Tender Offer Statement on Schedule TO. The availability of the commitment is
subject to the execution and delivery of a definitive credit agreement with the Lenders (the
“Tender Offer Financing Facility”). Amounts borrowed under the Tender Offer Financing Facility
will bear interest, at the Company’s option, at a (i) fluctuating rate equal to the base rate
(which is defined as the higher of the prime lending rate of JPMorgan Chase Bank, N.A., or the sum
of the federal funds effective rate plus 50 basis points (0.50%)) in effect from time to time, or
(ii) rate established for each borrowing for interest periods of one, two or three months, as
the Company may select, based on the London interbank offered rate (LIBOR) for U.S. dollar deposits
having comparable maturities (adjusted for certain reserve charges, if applicable) plus an
additional margin ranging from 10.5 basis points (0.105%) to 28 basis points (0.28%) depending on
the Company having satisfied stated financial ratios. The Tender
Offer Financing Facility will mature on November 21, 2007, and will also
contain representations and warranties, affirmative and negative covenants, and events of default
customary for financings of this type. The total amount of the
commitments for the Tender Offer Financing Facility will be reduced
at the time of the purchase of the shares pursuant to the Offer by an amount equal to any portion of the aggregate $10.0 billion commitment that is not used for financing the purchase of shares pursuant to the Offer. Other terms and conditions of the Tender Offer Financing
Facility are more fully described in the aforementioned Offer to Purchase and Commitment Letter,
each having been filed with the SEC as exhibits to the
Schedule TO on July 10, 2007. The Lenders and their
affiliates perform various investment banking, commercial banking and
financial advisory services for the Company, from time to time.
The
Company’s offer to buy shares of Home Depot common stock is being made only pursuant to the
Offer to Purchase and the related materials dated July 10, 2007, as amended and supplemented from
time to time. Shareholders should read the Offer to Purchase and the related materials carefully
because they contain important information. Shareholders may obtain a
free copy of the Tender Offer
Statement on Schedule TO, the Offer to Purchase and other
documents filed with the SEC at the SEC’s website at www.sec.gov. Shareholders also may
obtain a copy of these documents, without charge, from the information agent, D. F. King & Co.,
Inc., by calling toll-free: 800-628-8536.
Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On
July 13, 2007, the Company sent a notice to its directors and executive
officers informing them that a blackout period with respect to The Home Depot FutureBuilder and The
Home Depot FutureBuilder For Puerto Rico will begin as of the close of
market on August 15, 2007 and end during the week of August 27, 2007. A copy of the notice, which
includes the information specified in Rule 104(b) of Regulation BTR, is attached hereto as Exhibit
99.1 and is incorporated herein by reference. The blackout period is being implemented in
connection with the Offer commenced by the Company on July 10, 2007. To administer the
tender of plan shares, tendering participants will be temporarily prevented from engaging in
transactions in Home Depot common stock in their individual accounts
under the plans.
During the blackout period and for a period of two years after the ending date of the blackout
period, security holders or other interested persons may obtain, without charge, information about
the actual beginning and ending dates of the blackout period by contacting Tim Crow, Executive Vice
President—Human Resources, in writing, at The Home Depot, 2455 Paces Ferry Road, Atlanta, Georgia
30339.
Item 9.01. Financial Statements and Exhibits.
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Description |
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99.1 |
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Notice to Directors and Executive
Officers |