Home Depot (HD) to Acquire GMS (GMS) for $110/sh

The Home Depot (NYSE: HD), the world's largest home improvement retailer, has entered into a definitive agreement for its specialty trade distribution subsidiary, SRS Distribution Inc. ("SRS"), to acquire GMS Inc. (NYSE: GMS), a leading North American specialty building products distributor.

The Home Depot's growth strategy includes growing its share of wallet with professional contractors (Pros), and the company is building differentiated offerings and capabilities to better serve Pros across their entire project – from large, complex jobs to smaller renovations and repairs. In 2024, the company acquired SRS, establishing The Home Depot as a leading specialty trade distributor across multiple verticals including roofing, landscaping and pool supplies.

The acquisition of GMS will accelerate SRS's vision of becoming a leading, multi-category building materials distributor, adding a new vertical that is adjacent to its existing business. GMS is a leading distributor of specialty building products including drywall, ceilings, steel framing and other complementary products related to construction and remodeling projects in residential and commercial end markets. GMS brings differentiated capabilities, product categories and customer relationships that are highly complementary to SRS's business today and will broaden its distribution footprint across the U.S. and Canada.

"The Home Depot acquired SRS as a platform for growth, and SRS continues to demonstrate exceptional execution and strong performance," said Ted Decker, chair, president and CEO of The Home Depot. "In our first year of working together, we've captured significant synergies, including cross-selling new products and service offerings to both Home Depot and SRS customers, advancing Home Depot's enterprise trade credit program through the SRS platform, and many other initiatives designed to drive the customer value proposition and operational efficiency. This success gives us confidence that the addition of GMS to the SRS platform will allow us to create even greater value for our customers."

"The combination of GMS and SRS will provide the residential and commercial Pro customer with more fulfillment and service options than ever before. Together, we'll create a network of more than 1,200 locations and a fleet of more than 8,000 trucks capable of making tens of thousands of jobsite deliveries per day," said Dan Tinker, CEO of SRS. "GMS is an industry leader with a proven track record of growth, and we look forward to welcoming the entire GMS team to SRS and capturing the exciting opportunity ahead."

"We are excited to join with SRS and The Home Depot, and we believe this transaction delivers significant value to our customers, suppliers and team," said John C. Turner, Jr., president and CEO of GMS. "Since GMS's founding, we have never strayed from our commitment to be the best distributor in our markets and provide outstanding service for our customers. We look forward to providing an even wider breadth of product offerings and services while delivering superior value to our professional contractor customers as part of SRS and The Home Depot family. We are confident that this transaction positions GMS to capitalize on the promising opportunities ahead and accelerate our growth."

Turner, as well as his senior leadership team, will continue to lead GMS as part of the SRS organization.

Transaction Terms

Under the terms of the merger agreement, a subsidiary of SRS will commence a cash tender offer to purchase all outstanding shares of GMS common stock for $110 per share, reflecting a total equity value of approximately $4.3 billion and implying a total enterprise value (including net debt) of approximately $5.5 billion. The consummation of the tender offer is subject to customary closing conditions, including the receipt of required regulatory approvals and the tender of a number of shares of GMS common stock representing a majority of the then-outstanding shares, and is expected to be completed by the end of fiscal 2025.

If the tender offer is successfully completed, a wholly owned subsidiary of SRS will merge with and into GMS, and all of the outstanding shares of GMS that were not tendered in the tender offer will be converted into the right to receive the same $110 per share in cash offered to GMS shareholders in the tender offer.

The transaction is expected to be funded through cash on hand and debt and is not expected to alter the company's plan to return to a 2.0x leverage ratio by the end of fiscal 2026.

This transaction is expected to be accretive to adjusted EPS in the first year following closing, excluding synergies.

Advisors

BofA Securities and J.P. Morgan Securities LLC served as financial advisors and Weil, Gotshal & Manges LLP served as legal counsel to The Home Depot in connection with the transaction.

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