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



    ATLANTA, Aug. 9 /CNW/ -- 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:  http://www.newscom.com/cgi-bin/prnh/20030502/HOMEDEPOTLOGO )
    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 ir.homedepot.com/edgar.cfm.
    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
www.sec.gov. 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.




For further information:

For further information: Financial Community: Diane Dayhoff, Sr. Vice 
President of Investor Relations, +1-770-384-2666, 
diane_dayhoff@homedepot.com, or News Media: Paula Drake, Sr. Manager - 
Corporate Communications, +1-941-488-1289, paula_drake@homedepot.com, both of 
The Home Depot Web Site: http://www.homedepot.com/


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