Mes: noviembre 2020

Acquisition to Accelerate Sales Growth; Expected to be Accretive to Earnings Per Share in 2021

ATLANTA, Nov. 16, 2020 /PRNewswire-HISPANIC PR WIRE/ — The Home Depot^®, the world’s largest home improvement retailer, today announced it has entered into a definitive agreement to acquire HD Supply Holdings, Inc., a leading national distributor of maintenance, repair and operations (MRO) products in the multifamily and hospitality end markets. The acquisition is expected to position The Home Depot as a premier provider in the MRO marketplace.

«The MRO customer is highly valued by The Home Depot, and this acquisition will position the company to accelerate sales growth by better serving both existing and new customers in a highly fragmented $55 billion marketplace,» said Craig Menear, chairman and CEO of The Home Depot. «HD Supply complements our existing MRO business with a robust product offering and value-added service capabilities, an experienced salesforce that enhances the strong team we have in place, as well as an extensive, MRO-specific distribution network throughout the U.S. and Canada.»

«We’re thrilled that our associates are joining the Home Depot team and that our customers will be able to benefit from a broader product assortment, expanded delivery options and enhanced services nationally,» said Joe DeAngelo, chairman and CEO, HD Supply. «We are confident that this will position both The Home Depot and HD Supply for continued growth and success in the MRO distribution space.»

Under the terms of the merger agreement, a subsidiary of The Home Depot will commence a cash tender offer to purchase all outstanding shares of HD Supply common stock for $56 per share, for a total enterprise value (including net cash) of approximately $8 billion. The closing of the tender offer is subject to customary closing conditions, including regulatory approvals and the tender of a majority of the shares of HD Supply common stock then outstanding (on a fully diluted basis) and is expected to be completed during The Home Depot’s fiscal fourth quarter, which ends on January 31, 2021. The transaction is expected to be funded through cash on hand and debt.

«We plan to access the debt capital markets to raise incremental indebtedness in support of this acquisition. We also expect the transaction to be accretive to earnings in fiscal 2021, with potential for significant shareholder value creation over the longer term,» said Richard McPhail, executive vice president and CFO.

The Company will hold its third quarter 2020 earnings conference call on Tuesday, November 17, at 9 a.m. ET.

Advisors
J.P. Morgan Securities LLC served as exclusive financial advisor, and Wachtell, Lipton, Rosen & Katz served as legal counsel to The Home Depot in connection with the transaction.

About The Home Depot
The Home Depot is the world’s largest home improvement specialty retailer, with 2,295 retail stores in all 50 states, the District of Columbia, Puerto Rico, U.S. Virgin Islands, Guam, 10 Canadian provinces and Mexico. In fiscal 2019, The Home Depot had sales of $110.2 billion and earnings of $11.2 billion. The Company employs more than 400,000 associates. The Home Depot’s stock is traded on the New York Stock Exchange (NYSE: HD) and is included in the Dow Jones industrial average and Standard & Poor’s 500 index.

About HD Supply
HD Supply (NASDAQ: HDS) is one of the largest wholesale distributors in North America. The company provides a broad range of products and value-add services to approximately 300,000 customers with leadership positions in the living space maintenance, repair and operations sector. Through approximately 44 distribution centers, across 25 states and two Canadian provinces, the company’s approximately 5,500 associates provide localized, customer-tailored products, services and expertise. For more information, visit www.hdsupply.com.

Certain statements contained herein constitute «forward-looking statements» as defined in the federal securities laws. Forward-looking statements may relate to, among other things, the proposed acquisition of HD Supply that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements (the «potential acquisition»); statements about the potential benefits of the potential acquisition; HD Supply’s plans, objectives, expectations and intentions; the anticipated timing of closing of the potential acquisition (including failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including uncertainties as to how many of HD Supply’s stockholders will tender their shares in the tender offer and the possibility that the potential acquisition does not close; risks related to the ability to realize the anticipated benefits of the potential acquisition, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the potential acquisition making it more difficult to maintain business and operational relationships; negative effects of this announcement or the consummation of the potential acquisition on the market price of our or HD Supply’s common stock, credit ratings or operating results; significant costs associated with the potential acquisition; unknown liabilities; the risk of litigation and/or regulatory actions related to the potential acquisition; the impact on our business, operations and financial results of the COVID-19 pandemic (which, among other things, may affect many of the items listed below); the demand for our products and services; net sales growth; comparable sales; effects of competition; implementation of store, interconnected retail, supply chain and technology initiatives; inventory and in-stock positions; state of the economy; state of the housing and home improvement markets; state of the credit markets, including mortgages, home equity loans and consumer credit; impact of tariffs; issues related to the payment methods we accept; demand for credit offerings; management of relationships with our associates, suppliers and vendors; international trade disputes, natural disasters, public health issues (including pandemics and related quarantines, shelter-in-place and other governmental orders, and similar restrictions), and other business interruptions that could disrupt supply or delivery of, or demand for, the Company’s products or services; continuation of share repurchase programs; net earnings performance; earnings per share; dividend targets; capital allocation and expenditures; liquidity; return on invested capital; expense leverage; stock-based compensation expense; commodity price inflation and deflation; the ability to issue debt on terms and at rates acceptable to us; the impact and expected outcome of investigations, inquiries, claims and litigation; the effect of accounting charges; the effect of adopting certain accounting standards; the impact of regulatory changes; store openings and closures; guidance for fiscal 2020 and beyond; financial outlook; and the integration of acquired companies into our organization and the ability to recognize the anticipated synergies and benefits of those acquisitions. Forward-looking statements are based on currently available information and our current assumptions, expectations and projections about future events. You should not rely on our forward-looking statements. These statements are not guarantees of future performance and are subject to future events, risks and uncertainties – many of which are beyond our control, dependent on the actions of third parties, or are currently unknown to us – as well as potentially inaccurate assumptions that could cause actual results to differ materially from our expectations and projections. These risks and uncertainties include, but are not limited to, those described in Item 1A, «Risk Factors,» and elsewhere in our Annual Report on Form 10-K for our fiscal year ended February 2, 2020 and our Quarterly Report on Form 10-Q for the fiscal quarter ended August 2, 2020.

Forward-looking statements speak only as of the date they are made, and we do not undertake to update these statements other than as required by law. You are advised, however, to review any further disclosures we make on related subjects in our periodic filings with the Securities and Exchange Commission.

Additional Information and Where to Find It

The tender offer referenced in this press release has not yet commenced. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities, nor is it a substitute for the tender offer materials that The Home Depot and its acquisition subsidiary will file with the SEC. The solicitation and offer to buy HD Supply stock will only be made pursuant to an Offer to Purchase and related tender offer materials. At the time the tender offer is commenced, The Home Depot and its acquisition subsidiary will file a tender offer statement on Schedule TO and thereafter HD Supply will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer.

THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. HD SUPPLY STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF HD SUPPLY SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of HD Supply stock at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting The Home Depot or HD Supply. Copies of the documents filed with the SEC by HD Supply will be available free of charge on HD Supply’s internet website at https://ir.hdsupply.com/investors or by contacting HD Supply’s Investor Relations Department at (770) 852-9100. Copies of the documents filed with the SEC by The Home Depot will be available free of charge on The Home Depot’s internet website at https://ir.homedepot.com/ or by contacting The Home Depot’s Investor Relations Department at (770) 384-2871.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, The Home Depot and HD Supply each file annual, quarterly and current reports and other information with the SEC. The Home Depot and HD Supply’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.

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SOURCE The Home Depot

ARLINGTON, Va., Nov. 16, 2020 /PRNewswire-HISPANIC PR WIRE/ — March of Dimes, the nation’s leader in the fight for the health of all moms and babies, has issued its new 2020 Report Card amid the coronavirus pandemic and calls for racial justice, shining a spotlight on factors that contribute to maternal and infant health. The U.S. remains among the most dangerous developed nations for childbirth and it’s even more dire for women and babies of color. The Report Card shows that for the fifth year in a row, the U.S. preterm birth rate increased to 10.2% of births, earning the nation a «C-» grade compared to last year’s «C» grade. Preterm birth is a leading cause of infant mortality, which has slowly declined over the past few years. Yet, still in the U.S. two babies die every hour and two women die from pregnancy complications every day.

These statistics are worse for moms and babies of color – with the Report Card showing significant racial disparities that cut across maternal and infant health. Women of color are up to 50% more likely to give birth preterm and their children face up to a 130% higher infant death rate. Disparities in preterm birth have increased over the past several years in the U.S. The disparity ratio for preterm birth, a measure that tracks progress to eliminating racial/ethnic disparities shows that disparities have worsened in recent years by about 5%.  Additionally, Black and American Indian/Alaskan Native women are up to three times more likely to die from pregnancy related complications compared to White women.

While there is no single cause to this complex maternal and infant health crisis, contributing factors include maternal health and management of preexisting conditions. They also include social determinants of health such as being uninsured, living in poverty and having inadequate prenatal care – which again the Report Card shows most often affect women of color. Additionally, systemic challenges with health care systems and deeply entrenched structural racism are helping to fuel this health equity gap. March of Dimes supports and advocates for policies that concentrate on the health of all moms and babies and improve health outcomes especially for women of color.

«Although there has been some incremental progress in advancing policies that will address better maternal and infant health care, this progress is not happening quick enough, and is tempered by increasing racial/ethnic health care disparities in preterm birth,» said Stacey D. Stewart, President and CEO of March of Dimes. «At a time of racial awakening in our nation, we must amplify our efforts to decrease deaths and health challenges facing our nation’s moms and babies and enact new policies that support health equity.»

The Report Card shows that almost 21,500 babies were lost in 2018 compared to 22,341 babies in 2017. Infant mortality rates have declined due to changes in maternal age – including a decline in teen births in the U.S. – decreases in adult smoking rates and decreases in death from Sudden Infant Death Syndrome. The leading causes of infant death include birth defects, preterm birth and low birth weight, maternal complications and sudden infant death syndrome. This year’s report also includes information on states’ efforts on Medicaid expansion, Medicaid postpartum coverage extension, Maternal Mortality Review Committees, Perinatal Quality Collaboratives, and other key factors including health insurance status, inadequate prenatal care, poverty level and race and ethnicity disparity ratios.

«A priority for March of Dimes is to close the health equity gap across the country,» said Dr. Rahul Gupta, Chief Medical and Health Officer, Senior Vice President, and Interim Chief Scientific Officer at March of Dimes. «Using the concrete, detailed evidence in the 2020 Report Card, we can identify common-sense steps to reverse the alarming trends. A part of this work, we recognize a lack of uniform reporting and inconsistent access to real-time maternal and infant health data is impeding progress. Particularly during a pandemic, we need access to robust, uniform data sharing to inform evidence-based strategies that can be implemented across public and private sectors to address the specific needs of this crisis.»

Actions to Improve Maternal and Infant Health

March of Dimes works every day with individuals and organizations across the country to combat the maternal and infant health crisis through research, education, advocacy and programs. For example, with support from the Humana Foundation, March of Dimes is mobilizing cross-sector partners to address health equity at the national level through its Mom & Baby Action Network and in six communities: Atlanta, GA (Fulton County); San Antonio, TX (Bexar County); Miami, FL (Miami-Dade County); Chicago, IL (Cook County); Louisville, KY (Jefferson County and Hardin County); Broward County, Florida; Shreveport, LA (Caddo Parish); and New Orleans, LA (Orleans Parish). The partners will build a common agenda and deploy strategies to address the underlying causes and system challenges that negatively impact maternal and infant health within a community. The Mom & Baby Action Network will serve as the national backbone of support for these local communities and share best practices to drive systems change to eliminate the health equity gap.

«The Humana Foundation decided to invest in March of Dimes to help address social determinants of health and systemic racial inequity, barriers that the COVID-19 health crisis amplified for the most vulnerable among us,» said Walter D. Woods, CEO of The Humana Foundation. «It is our hope to address those barriers and close the health equity gap for mothers and children across the country through the Mom & Baby Action Network.»

Additionally, March of Dimes advocates for federal legislation that prioritizes the health of our nation’s moms and babies. The Helping MOMS Act of 2020, Maternal Health Quality Improvement Act of 2020 and Black Maternal Health Momnibus Act of 2020 are examples of critically important policies that offer comprehensive solutions needed to address the health crisis head on. State and local legislation is also needed to fill the gaps associated with access to maternity care for women in rural and underserved communities. Just as important is education and implicit bias training to equip health care professionals with the tools they need to eliminate institutional racism in our health care system and provide more culturally competent care no matter where they practice.

Through the #BlanketChange movement, March of Dimes is urging policymakers and political candidates to protect and improve maternal heath by taking immediate action on series of policies to address equity, access and prevention. To learn more about the #BlanketChange agenda, visit BlanketChange.org.

To view the Report Card and actions you can take support moms and babies, visit marchofdimes.org/ReportCard.

2020 March of Dimes Preterm Birth Grades

The Report Card grades the nation, 50 states, the 100 largest cities and Puerto Rico on rates of preterm birth. Overall preterm birth rates worsened in 39 states and Washington D.C., with eight states—Alabama, Arkansas, Georgia, Louisiana, Mississippi, Oklahoma, South Carolina, West Virginia—and Puerto Rico earning a failing grade compared to six last year. Between the 2019 and 2020 Report Cards, 25 states and Washington, D.C. had worse grades, 23 states and Puerto Rico had grades that stayed the same and only two states had grades that improved.  

• 8 states and Puerto Rico earned a «F» (Alabama, Arkansas, Georgia, Louisiana, Mississippi, Oklahoma, South Carolina and West Virginia) 
• 2 states earned a «D-» (Kentucky, Tennessee)
• 2 states earned a «D» (Missouri, Texas) 
• 8 states and Washington, DC earned a «D+» (Delaware, Florida, Hawaii, Illinois, Ohio, Nebraska, Nevada, North Carolina) 
• 6 states earned a «C-» (Indiana, Kansas, Maryland, Michigan, New Mexico, Wisconsin) 
• 5 states earned a «C» (Alaska, Pennsylvania, Utah, Virginia, Wyoming) 
• 10 states earned a «C+» (Arizona, Colorado, Connecticut, Iowa, Minnesota, Montana, New Jersey, North Dakota, Rhode Island, South Dakota) 
• 4 states earned a «B-» (California, Maine, Massachusetts, New York)
• 1 state earned a «B» (Idaho) 
• 4 states earned a «B+» (New Hampshire, Oregon, Vermont, Washington) 
• 0 states earned an A/A-

Additionally, the Report Card ranks the 100 largest U.S. cities based on their 2018 preterm birth rate. One hundred cities account for 24.7% of all births in the U.S. and 25.4% of all preterm births. Among the 100 cities, 1 in 4 (27%) received an F grade. The states with the most cities among the top 100 are California (12), Texas (18), New York (7), Florida (4). The states with most cities in the «F» category are Texas (4) and Ohio (4). Detroit, MI has the worst (highest) preterm birth rate at 15.2 percent.

The 10 cities with the highest rate of preterm births are (ranked in order, lowest to highest): 

• St Louis, MO
• Buffalo, NY
• Tulsa, OK
• Milwaukee, WI
• Memphis, TN
• Baton Rouge, LA
• New Orleans, LA
• Birmingham, AL
• Cleveland, OH 
• Detroit, MI 

About March of Dimes
March of Dimes leads the fight for the health of all moms and babies. We support research, lead programs and provide education and advocacy so that every baby can have the best possible start. Building on a successful 80-year legacy of impact and innovation, we empower every mom and every family.

Visit marchofdimes.org or nacersano.org for more information. Visit shareyourstory.org for comfort and support. Find us on Facebook and follow us on Instagram and Twitter.

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SOURCE March of Dimes