What regulatory or antitrust risks remain post‑termination, and how might they impact the deal's completion timeline?

Regulatory/antitrust picture after the HSR termination

The DOJ’s early termination of the Hart‑Scott‑Rodino waiting period removes the most visible antitrust hurdle for Home Depot’s $1.5 bn tender to acquire GMS Inc. However, the clearance is not a blanket “all‑clear.” The deal still must satisfy:

1. State‑level competition reviews – dozens of state attorneys‑general retain the right to file objections within 30 days of the filing of the tender. While historically few states intervene in retail‑hardware transactions, a coordinated challenge could force Home Depot to negotiate divestitures or other concessions, adding weeks to the closing timeline.
   
2. Sector‑specific approvals – any local‑government permits tied to GMS’s store‑location portfolio (zoning, fire‑code, or municipal franchise agreements) could surface after the federal review, especially in densely regulated jurisdictions.
   
3. Shareholder‑class litigation – the tender is subject to a “fair‑value” test under Delaware law. If dissenting shareholders allege that the offer undervalues GMS, a court‑‑ordered appraisal could stall the merger for months.
   

Impact on the deal’s completion timeline

Because the federal antitrust gate is now open, the “critical path” shifts from a 30‑day HSR clock to the above residual risks. In practice, most of these downstream reviews are either low‑probability or have a short procedural horizon (state filings, municipal permits). Consequently, the market is pricing the transaction as near‑term—Home Depot’s stock has already rallied on the news, and the technical chart shows the price holding above the recent 20‑day moving average with bullish momentum.

Nevertheless, traders should keep a short‑position buffer: a sudden state‑AG filing or a high‑profile shareholder lawsuit could add 2‑4 weeks of uncertainty and trigger a modest pull‑back in Home Depot’s equity. Monitoring SEC Form 8‑K filings, any press releases from state AGs, and GMS’s proxy‑statement timeline will help gauge whether the deal stays on the expected ~6‑week closing track or faces an unexpected delay. In the near term, the upside from the cleared antitrust risk outweighs the residual tail‑risk, but a stop‑loss around the 20‑day EMA (≈ $380) would protect against a surprise regulatory hiccup.