UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange Act of 1934
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Emerging
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Item 8.01 Other Events.
On July 25, 2025, GYP Holdings III Corp. (the “Issuer”), a wholly owned subsidiary of GMS Inc., a Delaware corporation (the “Company”), delivered a notice of conditional full redemption (the “Redemption Notice”) to the holders of its outstanding 4.625% Senior Notes due May 1, 2029 (the “Notes”) issued under the indenture dated as of April 22, 2021 (the “Indenture”), by and among the Issuer, the other parties thereto and U.S. Bank National Association, as Trustee (the “Trustee”). Pursuant to the Redemption Notice and the terms of the Indenture, the Issuer will redeem all $350.0 million aggregate principal amount of outstanding Notes (the “Redemption”), at a redemption price of 101.156% of the principal amount of the Notes outstanding, plus accrued and unpaid interest to, but excluding, the redemption date, subject to the satisfaction of the Redemption Condition (as hereinafter defined).
The Redemption is conditioned upon the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of June 29, 2025, by and among The Home Depot, Inc., a Delaware corporation (“The Home Depot”), Gold Acquisition Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of The Home Depot (“Merger Sub”), and the Company, pursuant to which, among other things and on the terms and subject to the conditions set forth therein, The Home Depot has agreed to acquire the Company, by way of a tender offer by Merger Sub for all outstanding shares of common stock of the Company and subsequent merger pursuant to Section 251(h) of the Delaware General Corporation Law (the “Redemption Condition”).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GMS INC. | ||
| By: | /s/ Scott M. Deakin | |
| Name: | Scott M. Deakin | |
| Title: | Chief Financial Officer | |
Date: July 25, 2025