Item 8.01. Other Events.
OnMarch 30, 2020 ,The Home Depot, Inc. (the "Company") completed a public offering of of$750,000,000 aggregate principal amount of 2.500% Notes dueApril 15, 2027 (the "2027 Notes"),$1,500,000,000 aggregate principal amount of 2.700% Notes dueApril 15, 2030 (the "2030 Notes"),$1,250,000,000 aggregate principal amount of 3.300% Notes dueApril 15, 2040 (the "2040 Notes"), and$1,500,000,000 aggregate principal amount of 3.350% Notes dueApril 15, 2050 (together with the 2027 Notes, the 2030 Notes, and the 2040 Notes, the "Notes"). The offering of the Notes was made pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-227052) filed with theSecurities and Exchange Commission onAugust 27, 2018 . In connection with the offering of the Notes, onMarch 26, 2020 the Company entered into an Underwriting Agreement (the "Underwriting Agreement") among the Company andBofA Securities, Inc. ,Deutsche Bank Securities Inc. ,J.P. Morgan Securities LLC , andMorgan Stanley & Co. LLC , as representatives of the several underwriters named therein (together, the "Underwriters"). Pursuant to the Underwriting Agreement, the Company agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. The Notes were issued under an Indenture dated as ofMay 4, 2005 (the "Indenture") between the Company andBank of New York Mellon Trust Company, N.A. (formerly known asThe Bank of New York Trust Company, N.A. ), as Trustee.
The foregoing summary is qualified by reference to the Underwriting Agreement, Indenture and the respective forms of global note for the offering, which are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein and in the above-referenced shelf registration statement.
Item 9.01. Financial Statements and Exhibits.
The documents included as exhibits to this report are filed solely to provide information about their terms, are not intended to provide any factual or other information about the Company or the other parties to the agreements, and should not be relied upon by investors for any other purpose. (d) Exhibits Exhibit Description 1.1 Underwriting Agreement dated as ofMarch 26, 2020 betweenThe Home Depot, Inc. andBofA Securities, Inc. ,Deutsche Bank Securities Inc. ,J.P. Morgan Securities LLC , andMorgan Stanley & Co. LLC , as representatives of the underwriters. 4.1 Indenture dated as ofMay 4, 2005 between the Company andThe Bank of New York Mellon Trust Company , N.A., as Trustee - incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (Registration No. 333-124699). 4.2 Form of 2.500% Note dueApril 15, 2027 . 4.3 Form of 2.700% Note dueApril 15, 2030 . 4.4 Form of 3.300% Note dueApril 15, 2040 . 4.5 Form of 3.350% Note dueApril 15, 2050 . 5.1 Opinion ofAlston & Bird LLP . 23.1 Consent ofAlston & Bird LLP (included in Exhibit 5.1). 2
--------------------------------------------------------------------------------
© Edgar Online, source