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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 25, 2025
GMS INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
001-37784 |
|
46-2931287 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer of
Indemnification No.) |
115 Perimeter Center Place,
Suite 600
Atlanta, Georgia |
|
30346 |
(Address of Principal
Executive Offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (800) 392-4619
100
Crescent Centre
Parkway, Suite
800
Tucker, Georgia 30084
(Former Name or Former Address, if Changed Since Last Report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions: |
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of Exchange on which registered |
| Common
Stock, $0.01 par value per share |
|
GMS |
|
New York Stock Exchange |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ¨
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
