The Home Depot Comments on Pending Sale of HD Supply; Amends Tender Offer

Aug 09, 2007, 01:00 ET from The Home Depot

    ATLANTA, Aug. 9 /PRNewswire-FirstCall/ -- The Home Depot(R) announced
 today that it is in discussions with affiliates of Bain Capital Partners,
 The Carlyle Group and Clayton, Dubilier & Rice for the purpose of
 restructuring the previously announced agreement for the sale of HD Supply.
 These discussions could result, among other things, in material changes to
 the terms and financing of the transaction, including a reduction in the
 $10.325 billion purchase price.
     (Logo: )
     Tender Offer Update
     On July 10, The Home Depot announced a modified "Dutch auction" tender
 offer to purchase up to 250 million shares of its common stock at a price
 between $39 and $44. However, in view of current financial market
 conditions, the Company will amend the terms of the tender offer to reduce
 the price range to between $37 and $42 per share. The Company will also
 extend the expiration date of the tender offer to 5 p.m., Eastern Time, on
 August 31, 2007. The tender offer is not conditioned on the closing of the
 sale of HD Supply. The Company remains committed to its recapitalization
 plan announced on June 19, 2007.
     Shareholders will receive a Supplement to the Offer to Purchase and an
 Amended Letter of Transmittal. Shareholders who have already tendered
 shares at a price between $39 and $42 or who have tendered shares at the
 price determined under the offer and do not wish to change that direction,
 will not need to take any action in response to this revised offering. If
 such holders desire to change their tender offer price, they will need to
 withdraw their tender and retender their shares at that different price.
 However, the tender offers of those who have tendered at $42.25 - $44.00
 will not be valid and those shareholders need to submit new tenders if they
 desire to tender their shares.
     Under terms of the tender offer, shareholders are given an opportunity
 to specify prices, within the stated price range, at which they are willing
 to tender shares. Upon receipt of the tenders, The Home Depot will select a
 final price that enables it to purchase up to the stated amount of shares
 from those shareholders who agreed to sell at or below the Company-selected
 price. There is no guarantee that shares tendered will be purchased. The
 Home Depot may purchase up to an additional 39.5 million shares in the
 tender offer without extending the expiration date.
     The Home Depot said the tender offer will give shareholders who are
 considering the sale of all or a portion of their shares an opportunity to
 determine the price, within a range, at which they are willing to sell. If
 the Company purchases their shares, the shareholders who tender may avoid
 the normal transaction costs associated with market sales. The Company is
 not making any recommendation to its shareholders regarding the tendering
 of shares.
     Additional information relating to the amendments to the tender offer
 described in this press release will be contained in a Supplement to the
 Offer to Purchase, which will be sent to shareholders and filed with the
 Securities and Exchange Commission with an amendment to the Tender Offer
 Statement on Schedule TO, previously filed by the Company. The Supplement
 and related materials will also be available at
     As of close of business on Wednesday, August 08, 2007, the total number
 of shares tendered was 3,052,214.
     The Home Depot(R) is the world's largest home improvement specialty
 retailer, with 2,202 retail stores in all 50 states, the District of
 Columbia, Puerto Rico, U.S. Virgin Islands, 10 Canadian provinces, Mexico
 and China. In fiscal 2006, The Home Depot had sales of $90.8 billion and
 earnings of $5.8 billion. The Company employs approximately 364,000
 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. HDE
     This communication is for information purposes only and does not
 constitute an offer to buy or the solicitation of an offer to sell shares
 of The Home Depot's common stock. The Home Depot'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 they may be
 further 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 Securities and Exchange Commission at the
 Commission's Web site at 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.
     Certain statements contained herein, including any statements related
 to the sale of HD Supply, the Company's tender offer, and the Company's
 recapitalization plan, constitute "forward-looking statements" as defined
 in the Private Securities Litigation Reform Act of 1995. These statements
 are based on currently available information and are based on our current
 expectations and projections about future events. These risks and
 uncertainties include, but are not limited to: the outcome of the
 discussions regarding the possible restructuring of the sale of HD Supply,
 including the terms thereof, and the timing and uncertainty of closing of
 such transaction; and the success of the tender offer, as it may be amended
 from time to time. Undue reliance should not be placed on such
 forward-looking statements as they speak only as of the date hereof, and we
 undertake no obligation to update these statements to reflect subsequent
 events or circumstances except as may be required by law. Additional
 information regarding these and other risks and uncertainties is contained
 in our periodic filings with the SEC, including our Annual Report on Form
 10-K for the fiscal year ended January 28, 2007 and in the Offer to
 Purchase related to the tender offer.

SOURCE The Home Depot