UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On September 7, 2021, The Home Depot, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) among the Company and BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (together, the “Underwriters”). The Underwriting Agreement relates to a public offering by the Company of $1,000,000,000 aggregate principal amount of 1.500% Notes due September 15, 2028 (the “2028 Notes”), $1,000,000,000 aggregate principal amount of 1.875% Notes due September 15, 2031 (the “2031 Notes”), and $1,000,000,000 aggregate principal amount of 2.750% Notes due September 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. 333-259121) filed with the Securities and Exchange Commission on August 27, 2021.
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 liabilities.
The Company expects the offering of the Notes to close on September 21, 2021, subject to customary closing conditions.
The foregoing summary is qualified by reference to the Underwriting Agreement which is filed as an exhibit 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 document included as an exhibit to this report is filed solely to provide information about its terms, is 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.
(d) Exhibits
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement dated as of September 7, 2021 between The Home Depot, Inc. and BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and U.S. Bancorp Investments, Inc., as representatives of the underwriters. | |
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE HOME DEPOT, INC. | ||||||||
| Date: September 9, 2021 | By: | /s/ Richard V. McPhail | ||||||
| Name: | Richard V. McPhail | |||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||
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