The Home Depot, Inc. (NYSE:HD) entered into a definitive agreement to acquire SRS Distribution Inc. from Berkshire Partners LLC, Leonard Green & Partners, L.P. and Others for approximately $18.3 billion on March 27, 2024. Under the terms of the merger agreement, The Home Depot will acquire SRS for a total enterprise value (including net debt) of approximately $18.25 billion. Pursuant to the Merger Agreement, the Company will pay aggregate consideration of $18,250,000,000, subject to customary adjustments for SRS?s debt, cash, transaction expenses and net working capital (the ?Merger Consideration?). At the effective time of the Merger (i) each share of SRS class A common stock and each share of SRS class B common stock (collectively, the ? SRS Common Stock ?, and each share, a ? SRS Common Share ?) that is issued and outstanding (other than any dissenting shares and SRS Common Shares, if any, held in treasury), will be converted into the right to receive the applicable portion of the estimated Merger Consideration and (ii) each option to purchase SRS Common Shares (each option, a ? SRS Option ?) that is in-the-money will be canceled and converted into the right to receive the applicable portion of the estimated Merger Consideration less the applicable exercise price with respect to such option. Out-of-the-money options will terminate and be forfeited for no consideration. SRS Distribution reported $10 billion revenue and EBITDA of $1.1 billion. Home Depot will be obligated to pay a termination fee of $894,250,000 in case of termination. Dan Tinker, President and CEO of SRS, will continue to lead SRS operations under this new structure, reporting to The Home Depot CEO Ted Decker. The closing of the acquisition is subject to customary closing conditions, including regulatory approvals, and is expected to be completed by the end of fiscal 2024. On June 14, 2024 The Home Depot announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and now the transaction is expected to close on or about June 18, 2024. The transaction will be funded with cash on hand and the $600 million of notes issued. This transaction is expected to be dilutive to earnings-per-share (EPS) from a GAAP perspective due to amortization expense, but accretive from a cash EPS perspective in the first year, post-closing, excluding synergies. J.P. Morgan Securities LLC served as exclusive financial advisor and Michael J. Aiello, Eoghan Keenan, Regina Readling, Megan Granger, Rob Meyer, Jannelle Seales, Frank Adams, Barbra Broudy, Jessie Chiang, Dennis Adams, Olivia Greer, Matthew Morton and Timothy Welch, Jessica Nash and Rebecca Sivitz of Weil, Gotshal & Manges LLP served as legal counsels to The Home Depot in connection with the transaction. Jefferies LLC. is acting as lead financial advisor, and Goldman Sachs is also acting as financial advisor to SRS on this transaction.

The Home Depot, Inc. (NYSE:HD) completed the acquisition of SRS Distribution Inc. from Berkshire Partners LLC, Leonard Green & Partners, L.P. and Others on June 18, 2024.