• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI Executive AssistantNEW
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI Executive AssistantNEW
  • Settings
  • RSS Feeds
PublishGo to AppAI Helper
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI employees for your businessNEW
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form SC TO-C filed by GMS Inc.

    6/30/25 5:10:28 PM ET
    $GMS
    RETAIL: Building Materials
    Consumer Discretionary
    Get the next $GMS alert in real time by email
    SC TO-C 1 tm2519425d2_sctoc.htm SC TO-C

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

    SCHEDULE TO

    Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

    of the Securities Exchange Act of 1934

     

     

    GMS INC.

    (Name of Subject Company)

    GOLD ACQUISITION SUB, INC.

    (Offeror)

    an indirect, wholly-owned subsidiary of

    The Home Depot, Inc.

    (Parent of Offeror)

    (Names of Filing Persons)

     

     

    Common stock, par value $0.01 per share

    (Title of Class of Securities)

     

    36251C103

    (CUSIP Number of Class of Securities)

     

    Teresa Wynn Roseborough

    The Home Depot, Inc.

    2455 Paces Ferry Road

    Atlanta, Georgia 30339

    (770) 852-9000

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

     

    With a copy to:

     

    Michael J. Aiello, Esq.

    Michelle A. Sargent, Esq.

    Weil, Gotshal & Manges LLP

    767 Fifth Avenue New York, New York 10153

    (212) 310-8000

     

     

    CALCULATION OF FILING FEE

         
    Transaction Valuation*   Amount of Filing Fee*
    Not Applicable*   Not Applicable*

     

    * A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

     

    ¨ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

     

    Amount Previously Paid: N/A   Filing Party: N/A
    Form or Registration No.: N/A   Date Filed: N/A

     

    x  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

     

    Check the appropriate boxes below to designate any transactions to which the statement relates:

     

      x  third-party tender offer subject to Rule 14d-1.
      ¨  issuer tender offer subject to Rule 13e-4.
      ¨  going-private transaction subject to Rule 13e-3.
      ¨  amendment to Schedule 13D under Rule 13d-2.

    Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

    If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

     

      ¨  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
      ¨  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

     

     

     

     

     

     

    This Schedule TO-C consists of the following documents related to the proposed acquisition of GMS Inc.:

     

    1.Email to all The Home Depot, Inc. associates from Ted Decker, dated June 30, 2025, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
    2.Email to all SRS Distribution Inc. associates from Dan Tinker, dated June 30, 2025, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

     

    The items listed above were first used or made available on June 30, 2025.

     

    Additional Information and Where to Find It

     

    The tender offer for all of the outstanding shares of GMS Inc. (“GMS”) common stock referenced in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities, nor is it a substitute for the tender offer materials that The Home Depot, Inc. (“The Home Depot” and, collectively with its subsidiaries unless the context otherwise indicates, the “Company”) and its acquisition subsidiary will file with the SEC upon the commencement of the tender offer. The solicitation and offer to buy GMS stock will only be made pursuant to an Offer to Purchase and related tender offer materials. At the time the tender offer is commenced, The Home Depot and its acquisition subsidiary will file a tender offer statement on Schedule TO and thereafter GMS will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. GMS STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF GMS SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of GMS stock at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting The Home Depot or GMS. Copies of the documents filed with the SEC by GMS will be available free of charge on GMS’s internet website at https://investor.gms.com. Copies of the documents filed with the SEC by The Home Depot will be available free of charge on The Home Depot’s internet website at https://ir.homedepot.com/ or by contacting The Home Depot’s Investor Relations Department at (770) 384-2871.

     

    In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, The Home Depot and GMS each file annual, quarterly and current reports and other information with the SEC. The Home Depot and GMS’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.

     

     

     

     

    Cautionary Note Regarding Forward-Looking Statements

     

    Certain statements contained herein constitute "forward-looking statements" as defined in the federal securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on currently available information and current assumptions, expectations and projections of The Home Depot about future events, and may use words such as “may,” “will,” “could,” “should,” “would,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “believe,” “expect,” “target,” "prospects,” “potential,” "commit” and "forecast,” or words of similar import or meaning or refer to future time periods. Forward-looking statements may relate to, among other things, the proposed acquisition of GMS (the “potential acquisition”); the potential benefits of the potential acquisition, including with respect to future financial performance; the anticipated timing of closing of the potential acquisition (including to obtain necessary regulatory approvals); and the anticipated funding for the potential acquisition. Forward-looking statements are subject to substantial risks and uncertainties, including, but not limited to, the following: the possibility that the potential acquisition does not close on the anticipated timeframe or at all (including failure to obtain necessary regulatory approvals and uncertainties as to how many of GMS’s stockholders will tender their shares in the tender offer); risks related to the ability to realize the anticipated benefits of the potential acquisition, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the potential acquisition making it more difficult to maintain business and operational relationships; negative effects of announcing the potential acquisition or the consummation of the potential acquisition on the market price of the Company’s or GMS’s common stock, credit ratings or operating results or on relationships with customers, suppliers and other counterparties; significant costs associated with the potential acquisition; unknown liabilities; the risk of litigation and/or regulatory actions related to the potential acquisition; the demand for the Company’s or GMS’s products and services, including as a result of macroeconomic conditions and changing customer preferences and expectations; the effects of competition; the Company’s brand and reputation; implementation of interconnected retail, store, supply chain, technology innovation and other strategic initiatives, including with respect to real estate; inventory and in-stock positions; the state of the economy; the state of the housing and home improvement markets; the state of the credit markets, including mortgages, home equity loans, and consumer and trade credit; the impact of tariffs, trade policy changes or restrictions, or international trade disputes and efforts and ability to continue to diversify the Company’s supply chain; issues related to the payment methods the Company accepts; demand for credit offerings including trade credit; management of relationships with the Company’s associates, jobseekers, suppliers and service providers; cost and availability of labor; costs of fuel and other energy sources; events that could disrupt the Company’s business, supply chain, technology infrastructure, or demand for the Company’s products and services, such as tariffs, trade policy changes or restrictions or international trade disputes, natural disasters, climate change, public health issues, cybersecurity events, labor disputes, geopolitical conflicts, military conflicts, or acts of war; the Company’s ability to maintain a safe and secure store environment; the Company’s ability to address expectations regarding sustainability and human capital management matters and meet related goals; continuation or suspension of share repurchases; future dividends; capital allocation and expenditures; liquidity; return on invested capital; expense leverage; changes in interest rates; changes in foreign currency exchange rates; commodity or other price inflation and deflation; the Company’s ability to issue debt on terms and at rates acceptable to the Company; the impact and expected outcome of investigations, inquiries, claims, and litigation, including compliance with related settlements; the challenges of operating in international markets; the adequacy of insurance coverage; the effect of accounting charges; the effect of adopting certain accounting standards; the impact of legal and regulatory changes, including executive orders and other administrative or legislative actions, such as changes to tax laws and regulations; store openings and closures; and the impact of other acquired companies on the Company’s organization and the ability to recognize the anticipated benefits of any other acquisitions.

     

    These statements are not guarantees of future performance and are subject to future events, risks and uncertainties – many of which are beyond the Company’s control, dependent on the actions of third parties, or currently unknown to the Company – as well as potentially inaccurate assumptions that could cause actual results to differ materially from the Company’s historical experience and its expectations and projections. These risks and uncertainties include, but are not limited to, those described in Part I, Item 1A. "Risk Factors," and elsewhere in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2025 and also as described from time to time in reports subsequently filed by the Company with the Securities and Exchange Commission (the “SEC”). There also may be other factors that the Company cannot anticipate or that are not described herein, generally because the Company does not currently perceive them to be material. Such factors could cause results to differ materially from the Company’s expectations. Forward-looking statements speak only as of the date they are made, and the Company does not undertake to update these statements other than as required by law. You are advised, however, to review any further disclosures the Company makes on related subjects in its filings with the Securities and Exchange Commission and in its other public statements.

     

    EXHIBIT INDEX

     

         
    Exhibit No.   Description
       

    99.1

    Email to all The Home Depot, Inc. associates from Ted Decker, dated June 30, 2025.

         
    99.2   Email to all SRS Distribution Inc. associates from Dan Tinker, dated June 30, 2025.

     

     

    Get the next $GMS alert in real time by email

    Crush Q3 2025 with the Best AI Executive Assistant

    Stay ahead of the competition with Tailforce.ai - your AI-powered business intelligence partner.

    AI-Powered Inbox
    Context-aware email replies
    Strategic Decision Support
    Get Started with Tailforce.ai

    Recent Analyst Ratings for
    $GMS

    DatePrice TargetRatingAnalyst
    11/26/2024$97.00Buy → Neutral
    DA Davidson
    8/23/2023$82.00Buy
    DA Davidson
    12/9/2022$52.00 → $60.00Buy → Hold
    Loop Capital
    9/7/2022$50.00 → $46.00Buy → Hold
    Truist
    6/22/2022$73.00 → $46.00Outperform → Sector Perform
    RBC Capital Mkts
    3/18/2022$62.00Buy
    Loop Capital
    12/6/2021$72.00Market Perform → Outperform
    Raymond James
    12/3/2021$61.00 → $68.00Outperform
    RBC Capital
    More analyst ratings

    $GMS
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    See more
    • GMS downgraded by DA Davidson with a new price target

      DA Davidson downgraded GMS from Buy to Neutral and set a new price target of $97.00

      11/26/24 7:31:25 AM ET
      $GMS
      RETAIL: Building Materials
      Consumer Discretionary
    • DA Davidson initiated coverage on GMS with a new price target

      DA Davidson initiated coverage of GMS with a rating of Buy and set a new price target of $82.00

      8/23/23 7:32:03 AM ET
      $GMS
      RETAIL: Building Materials
      Consumer Discretionary
    • GMS downgraded by Loop Capital with a new price target

      Loop Capital downgraded GMS from Buy to Hold and set a new price target of $60.00 from $52.00 previously

      12/9/22 7:43:08 AM ET
      $GMS
      RETAIL: Building Materials
      Consumer Discretionary

    $GMS
    SEC Filings

    See more
    • SEC Form SC TO-C filed by GMS Inc.

      SC TO-C - GMS Inc. (0001600438) (Subject)

      6/30/25 5:10:28 PM ET
      $GMS
      RETAIL: Building Materials
      Consumer Discretionary
    • SEC Form SC14D9C filed by GMS Inc.

      SC14D9C - GMS Inc. (0001600438) (Subject)

      6/30/25 4:30:18 PM ET
      $GMS
      RETAIL: Building Materials
      Consumer Discretionary
    • SEC Form SC TO-C filed by GMS Inc.

      SC TO-C - GMS Inc. (0001600438) (Subject)

      6/30/25 8:21:52 AM ET
      $GMS
      RETAIL: Building Materials
      Consumer Discretionary

    $GMS
    Insider Purchases

    Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

    See more

    $GMS
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • President and CEO Turner John C Jr bought $255,500 worth of shares (3,650 units at $70.00), increasing direct ownership by 6% to 66,928 units (SEC Form 4)

      4 - GMS Inc. (0001600438) (Issuer)

      4/8/25 4:35:49 PM ET
      $GMS
      RETAIL: Building Materials
      Consumer Discretionary
    • SVP, Chief Operating Officer Hendren George T exercised 5,000 shares at a strike of $25.60 and sold $541,150 worth of shares (5,000 units at $108.23) (SEC Form 4)

      4 - GMS Inc. (0001600438) (Issuer)

      7/2/25 5:11:19 PM ET
      $GMS
      RETAIL: Building Materials
      Consumer Discretionary
    • New insider Coliseum Capital Management, Llc claimed ownership of 3,825,151 shares (SEC Form 3)

      3 - GMS Inc. (0001600438) (Issuer)

      6/23/25 5:45:29 PM ET
      $GMS
      RETAIL: Building Materials
      Consumer Discretionary
    • President and CEO Turner John C Jr bought $255,500 worth of shares (3,650 units at $70.00), increasing direct ownership by 6% to 66,928 units (SEC Form 4)

      4 - GMS Inc. (0001600438) (Issuer)

      4/8/25 4:35:49 PM ET
      $GMS
      RETAIL: Building Materials
      Consumer Discretionary

    $GMS
    Leadership Updates

    Live Leadership Updates

    See more
    • GMS Enters Into Agreement With The Home Depot to Be Acquired by SRS Distribution

      GMS Inc. (NYSE:GMS) (the "Company"), a leading North American specialty building products distributor, today announced the Company has entered into a definitive agreement with The Home Depot®, the world's largest home improvement retailer, to be acquired by its specialty trade distribution subsidiary, SRS Distribution ("SRS"). Under the terms of the agreement, a subsidiary of SRS will commence a tender offer to acquire all outstanding shares of GMS common stock for $110.00 per share, for a total enterprise value (including net debt) of approximately $5.5 billion. Since its founding in 1971, GMS has remained committed to providing outstanding service and adding value for customers by creat

      6/30/25 8:02:00 AM ET
      $GMS
      $HD
      RETAIL: Building Materials
      Consumer Discretionary
    • GMS Appoints Brad Southern to the Board of Directors

      GMS Inc. (NYSE:GMS), a leading North American specialty building products distributor, announced today an increase in the size of the board of directors from nine to ten directors and the appointment of Brad Southern to serve as an independent director for GMS, effective January 19, 2024. Mr. Southern will serve on the board's Human Capital Management and Compensation Committee and the Nominating and Corporate Governance Committee. In addition, GMS announced that Peter Browning will not stand for reelection to the GMS board at the 2024 Annual Meeting of Stockholders. Since 2017, Mr. Southern has held the position of Chief Executive Officer and member of the Board at Louisiana-Pacific Corp

      1/23/24 7:00:00 AM ET
      $GMS
      RETAIL: Building Materials
      Consumer Discretionary

    $GMS
    Financials

    Live finance-specific insights

    See more
    • GMS Reports Fourth Quarter and Fiscal Year 2025 Results

      Resilient Pricing Despite Challenging and Uncertain End Market Conditions; Additional Structural Cost Reductions Realized GMS Inc. (NYSE:GMS), a leading North American specialty building products distributor, today reported financial results for the fourth quarter and fiscal year 2025 ended April 30, 2025. Fourth Quarter Fiscal 2025 Highlights (Comparisons are to the fourth quarter of fiscal 2024 unless otherwise noted) Net sales of $1,333.8 million decreased 5.6%; organic net sales decreased 9.7%. On a per day basis, net sales were down 4.1% and organic net sales decreased 8.3%. Net income of $26.1 million decreased 53.7% from $56.4 million. Net income per diluted share of $0.6

      6/18/25 6:00:00 AM ET
      $GMS
      RETAIL: Building Materials
      Consumer Discretionary
    • GMS Announces Date for Fourth Quarter and Fiscal Year 2025 Earnings Release and Conference Call

      GMS Inc. (NYSE:GMS) (the "Company"), a leading North American specialty distributor of building products, announced today that it will release its financial results for the fiscal quarter and fiscal year ended April 30, 2025 before the market opens on the New York Stock Exchange on Wednesday, June 18, 2025. A conference call will be held that same day at 8:30 a.m. eastern time to review financial results, discuss recent events and conduct a question-and-answer session. Webcast The conference call and accompanying slide presentation will be available under "News & Events" in the "Investors" section of the Company's website at www.gms.com. To listen to the live broadcast, go to the site a

      6/4/25 7:00:00 AM ET
      $GMS
      RETAIL: Building Materials
      Consumer Discretionary
    • GMS Reports Third Quarter Fiscal 2025 Results

      Pricing Resilience Despite Declining End Market Demand GMS Inc. (NYSE:GMS), a leading North American specialty building products distributor, today reported financial results for the fiscal third quarter ended January 31, 2025. Third Quarter Fiscal 2025 Highlights (Comparisons are to the third quarter of fiscal 2024) Net sales of $1.3 billion increased 0.2%; organic net sales decreased 6.7%. Net loss of $21.4 million, or $0.55 per diluted share, including a $42.5 million non-cash goodwill impairment charge, decreased from net income of $51.9 million, or $1.28 per diluted share. Adjusted net income of $36.2 million, or $0.92 per diluted share, decreased from $68.8 million, or $1.70

      3/6/25 6:00:00 AM ET
      $GMS
      RETAIL: Building Materials
      Consumer Discretionary

    $GMS
    Press Releases

    Fastest customizable press release news feed in the world

    See more
    • GMS Enters Into Agreement With The Home Depot to Be Acquired by SRS Distribution

      GMS Inc. (NYSE:GMS) (the "Company"), a leading North American specialty building products distributor, today announced the Company has entered into a definitive agreement with The Home Depot®, the world's largest home improvement retailer, to be acquired by its specialty trade distribution subsidiary, SRS Distribution ("SRS"). Under the terms of the agreement, a subsidiary of SRS will commence a tender offer to acquire all outstanding shares of GMS common stock for $110.00 per share, for a total enterprise value (including net debt) of approximately $5.5 billion. Since its founding in 1971, GMS has remained committed to providing outstanding service and adding value for customers by creat

      6/30/25 8:02:00 AM ET
      $GMS
      $HD
      RETAIL: Building Materials
      Consumer Discretionary
    • GMS Inc. Confirms Receipt of Unsolicited Proposal from QXO, Inc.

      No Shareholder Action Required at This Time GMS Inc. (NYSE:GMS) (the "Company"), a leading North American specialty building products distributor, confirmed that it has received an unsolicited proposal from QXO, Inc. ("QXO") to acquire all outstanding shares of GMS for $95.20 per share in cash. Consistent with its fiduciary duties and in consultation with its independent legal and financial advisors, the GMS Board of Directors will carefully review and evaluate the unsolicited proposal to determine the course of action that it believes is in the best interests of the Company and all GMS shareholders. GMS does not intend to comment further on QXO's unsolicited proposal until the Board

      6/19/25 6:30:00 AM ET
      $GMS
      RETAIL: Building Materials
      Consumer Discretionary
    • QXO Proposes to Acquire GMS for $95.20 Per Share in Cash

      QXO, Inc. (NYSE:QXO) today sent a proposal to the President and CEO of GMS Inc. (NYSE:GMS) to acquire all outstanding shares of GMS for $95.20 per share in cash. The proposal implies a total transaction value of approximately $5 billion and reflects a 27% premium over GMS's 60-day volume-weighted average price of $74.82. "Our all-cash proposal to acquire GMS for $95.20 per share delivers immediate and certain value to GMS shareholders at a meaningful premium," said Brad Jacobs, Chairman and Chief Executive Officer of QXO. "We believe this is a compelling opportunity for GMS investors to realize the full value of their shares in a single, decisive transaction." Goldman Sachs & Co. LLC an

      6/18/25 6:45:00 PM ET
      $GMS
      $QXO
      RETAIL: Building Materials
      Consumer Discretionary
      EDP Services
      Technology

    $GMS
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    See more
    • SEC Form SC 13G filed by GMS Inc.

      SC 13G - GMS Inc. (0001600438) (Subject)

      10/7/24 11:37:08 AM ET
      $GMS
      RETAIL: Building Materials
      Consumer Discretionary
    • SEC Form SC 13D/A filed by GMS Inc. (Amendment)

      SC 13D/A - GMS Inc. (0001600438) (Subject)

      3/1/24 4:16:27 PM ET
      $GMS
      RETAIL: Building Materials
      Consumer Discretionary
    • SEC Form SC 13G/A filed by GMS Inc. (Amendment)

      SC 13G/A - GMS Inc. (0001600438) (Subject)

      2/13/24 5:06:12 PM ET
      $GMS
      RETAIL: Building Materials
      Consumer Discretionary