GMS Inc. announced at the end of June that it has entered into a definitive agreement with The Home Depot, to be acquired by its specialty trade distribution subsidiary, SRS Distribution. 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.

John C. Turner Jr., President and Chief Executive Officer of GMS, and GMS’ senior leadership team, will continue to lead GMS as part of the SRS organization.

“We are excited to join with SRS and The Home Depot, and we believe this transaction delivers significant value to our shareholders, customers, suppliers and team," Turner said. "Since GMS’ founding, we have never strayed from our commitment to be the best distributor in our end markets and provide outstanding service for our customers. We look forward to providing an even wider breadth of product and service offerings while delivering superior value to our professional contractor customers as part of SRS and The Home Depot family. I would like to thank the world-class GMS team, whose hard work and dedication have made this milestone possible. We are confident that this transaction positions GMS to capitalize on the promising opportunities ahead and accelerate our growth.”

John J. Gavin, Chair of GMS, added, “Following careful consideration of The Home Depot’s proposal, along with other potential opportunities for the Company, our Board determined that this transaction is in the best interests of GMS and all of our shareholders. Not only does this outcome deliver significant and certain value to our shareholders, but it also has the added benefit of bringing GMS together with The Home Depot and SRS, where we are confident our employees will flourish, our customers and suppliers will benefit from our increased offerings and resources, and we will honor the legacy of our founders who made all of this possible.”

Ted Decker, chair, president and CEO of The Home Depot, said, “The Home Depot acquired SRS as a platform for growth, and SRS continues to demonstrate exceptional execution and strong performance. In the 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 professional contractor 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.”

Transaction Details and Closing

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 $110.00 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 $110.00 per-share consideration represents a premium of approximately 36 percent to GMS’ unaffected share price as of June 18, 2025.

The transaction is expected to close by the end of Home Depot’s current fiscal year (January 31, 2026), subject to customary closing conditions, including regulatory approvals and the tender of a majority of the shares of GMS common stock then outstanding (on a fully diluted basis).

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 $110.00 per share in cash offered to GMS shareholders in the tender offer.

The Home Depot expects to fund the transaction through cash on hand and debt.

Jefferies LLC is acting as financial advisor and Alston & Bird LLP and Richards, Layton & Finger, P.A. are acting as legal advisor to GMS.

For a history of this continuing story, visit:

wconline.com/articles/97378-home-depot-competes-in-gms-acquisition

wconline.com/articles/97367-qxo-sets-its-sights-on-gms-in-5-billion-offer