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Published on 8/9/2007 in the Prospect News Special Situations Daily.

Home Depot, investor group discuss changes to HD Supply sale agreement; tender offer price reduced

By Lisa Kerner

Charlotte, N.C., Aug. 9 - The Home Depot is in discussions with affiliates of Bain Capital Partners, the Carlyle Group and Clayton, Dubilier & Rice to restructure the agreement for the sale of HD Supply, it was announced on Thursday.

As a result, there could be "material changes" to the terms and financing of the transaction, including a reduction in the $10.325 billion purchase price, Home Depot said in a news release.

Previously, Home Depot remarked that by selling off HD Supply, it could focus on its retail business and returning cash to its shareholders.

Net proceeds from the sale of HD Supply, existing cash on hand and the net proceeds from an anticipated $12 billion issuance of senior unsecured notes would be used to fund Home Depot's share repurchase program.

Home Depot also amended the terms of its current modified Dutch auction tender offer, blaming market conditions for a reduction in the per-share price range to $37 to $42, from $39 to $44.

On July 10, Home Depot announced plans to purchase up to 250 million shares of its common stock. The offer, which is not conditioned on the sale of HD Supply, has been extended to 5 p.m. ET on Aug. 31. A total of 3,052,214 shares had been tendered at the close of business on Wednesday.

Home Depot is an Atlanta-based home improvement retailer. HD Supply distributes wholesale construction, industrial and maintenance supplies.


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