Infrastructure & Energy — To support established infrastructure and economic growth, our Infrastructure & Energy businesses serve customers in the Infrastructure & Energy market sector by meeting their demand for the critical supplies and services used to build and maintain water systems, oil refineries, and petrochemical plants, and for the generation, transmission, distribution and application of electrical power. This market sector is made up of the following businesses:

Waterworks —Distributes complete lines of water and wastewater transmission products, serving contractors and municipalities in all aspects of the water and wastewater industries.

Utilities —Distributes electrical transmission and distribution products, power plant maintenance, repair and operations supplies and smart-grid technologies and provides materials management and procurement outsourcing arrangements to investor-owned utilities, municipal and provincial power authorities, rural electric cooperatives and utility contractors.

Industrial Pipe, Valves and Fittings (“IPVF”) —Distributes stainless steel and special alloy pipes, plates, sheets, flanges and fittings, as well as high performance valves, actuation services and high-density polyethylene pipes and fittings for oil and gas, petrochemical, power, food and beverage, pulp and paper, mining, and marine industries; IPVF also serves pharmaceutical customers, industrial and mechanical contractors, fabricators, wholesale distributors, exporters and original equipment manufacturers.

Electrical —Supplies electrical products such as wire and cable, switch gear supplies, lighting and conduit to residential and commercial contractors.

Maintenance, Repair & Improvement —Our Maintenance, Repair & Improvement businesses serve customers in the Maintenance, Repair & Improvement market sector by meeting their continual demand for supplies needed to fix and upgrade facilities across multiple industries. This market sector is made up of the following businesses:

Facilities Maintenance —Supplies maintenance, repair and operations products and upgrade and renovation services largely to the multifamily, healthcare and hospitality markets.

Crown Bolt —A retail distribution operator, providing program and packaging solutions, sourcing, distribution, and in-store service, primarily serving Home Depot.

Repair & Remodel —Offers light remodeling and construction supplies primarily to small remodeling contractors and trade professionals.

Specialty Construction — Our Specialty Construction businesses serve customers in the Specialty Construction market sector by meeting their very distinct, customized supply needs in commercial, residential and industrial applications. This market sector is made up of the following businesses:

White Cap —Distributes specialized hardware, tools and building materials to professional contractors.

Plumbing —Distributes plumbing fixtures, faucets and finishes, Heating Ventilation and Air Conditioning (“HVAC”) equipment, pipes, valves, fittings and water heaters, as well as related services, to residential and commercial contractors.

Creative Touch Interiors (“CTI”) —Offers turnkey flooring installation services and countertop, cabinet and window covering installation services to homebuilders.

Significant product purchasing power, which we leverage across our broad and diverse vendor base;

Ability to service increasingly diverse, multi-state and national customers;

Broad product and service offering with cross-selling and adjacent market opportunities across our businesses; and

Extensive product selection and reliable customer service supported by our distribution infrastructure and systems capability.

Broad end-market exposure and diverse revenue mix : Overall, our broad end-market and geographic exposure, low customer concentration and diverse product and service offerings across our businesses help reduce the risks related to a single end market.

Broad end-market and geographic exposure: We serve a broad array of end markets with favorable long-term growth prospects, driven by many different factors. Further, we operate approximately 790 branches strategically located across the United States and Canada. Our broad business mix reduces our exposure to the seasonality and cyclicality of any individual end market or region.

Diversified customer base and product and service offering: We offer approximately 1 million SKUs to over 450,000 active client accounts. Our large, highly fragmented customer base has low account concentration with our largest customer representing only 3.9% of our first quarter fiscal 2009 net sales and 3.1% of our fiscal 2008 net sales and our top 10 customers comprising only 8.7% of our first quarter fiscal 2009 net sales and 6.4% of our fiscal 2008 net sales.

Attractive industry fundamentals : We operate in the large, fragmented U.S. and Canadian residential, non-residential and infrastructure construction and renovation and improvement markets. Many competitors lack the resources and scale to compete with our product depth, strong customer service, global sourcing capability, broad geographic coverage, and sophisticated information technology, or “IT,” systems. As a result, we have developed leading market positions and believe that we are poised to capture additional market share and capitalize on continued consolidation in the industry. Despite the downturn in the residential and nonresidential construction markets, the long-term forecast for our markets is favorable, driven by projected economic and population growth. Moreover, we believe certain of our businesses will also benefit from specific incremental growth drivers, including a need to upgrade our country’s aging water and wastewater systems and power transmission and distribution grid, and demand for capital equipment in the oil and gas and petrochemical industries. Additionally, recent U.S. government stimulus legislation has appropriated more than $100 billion toward transportation, Housing & Urban Development (“HUD”), energy and water projects.

Significant profitability improvement opportunities : We have grown rapidly through acquisitions and have historically focused on top-line growth. We believe that we are well positioned to capitalize on opportunities to improve profitability by further integrating acquisitions, leveraging our scale and driving best practices throughout the organization. We currently have a series of margin improvement initiatives underway, including:

leveraging preferred supplier contract terms across our businesses;

consolidating suppliers within and among our businesses;

utilizing scale to drive low-cost country sourcing and proprietary brand penetration;

reducing corporate overhead costs;

analyzing and optimizing pricing; and

improving business and branch-level operating performance.

Experienced management team and strong equity sponsorship : Our senior management team has an average of 18 years of distribution, construction and diversified industry experience. Our CEO, Joseph DeAngelo, has over 25 years of global operating experience including 17 years at General Electric Company, where he gained extensive operational, sourcing and financial experience across numerous General Electric business units. Our business heads have significant experience across industries with our company and at other leading industrial companies such as General Electric Company, Arrow Electronics, Inc., Honeywell International Inc. and The Stanley Works. The presidents of our businesses have an average 21 years of industry experience, the majority of which has been accrued in service at our legacy companies. Further, each of our Equity Sponsors, Bain Capital Partners, LLC, The Carlyle Group and Clayton, Dubilier & Rice, Inc., brings a strong track record of creating value through their ownership of large distribution businesses, including Rexel S.A., Brenntag Holding GmbH & Co. KG and Wesco Aircraft Hardware Corp.

Maintain and build upon strong market positions : Our Waterworks, White Cap and Utilities businesses currently enjoy leading positions in their markets in the United States, and our Facilities Maintenance business has the leading position in the U.S. multifamily MRO segment of the facilities MRO market. We expect that our scale and local-market presence position us to gain further share, as we believe our suppliers and customers continue to seek relationships with fewer, larger distributors. Our ongoing focus will be to continue to develop our businesses with a focus on leveraging our strong market positions and investing locally to grow market share and increase local branch density.

Continue to implement margin enhancement initiatives : Our current market positions have been established following the strategic combination of National Waterworks, Hughes Supply, White Cap and other businesses. While the integration of these businesses is largely complete, we believe that we have not yet realized the full opportunity resulting from the acquisitions. We have identified opportunities to realize additional profitability improvements in our businesses. In addition to in-progress corporate and divisional cost reductions, we are focused on further implementing our sourcing and pricing initiatives and expanding our existing proprietary branded product lines.

Identified sourcing initiatives: These initiatives include the consolidation of our vendor base to aggregate total product spend, reduction of vendor overlap resulting from historical acquisitions and increased sourcing from low cost countries.

Pricing initiatives: These initiatives include the implementation of our analytical pricing optimization tools, which enables more sophisticated and disciplined product pricing at the individual customer level.

Proprietary branded products: We intend to grow sales of proprietary branded products, which typically generate higher gross margins than leading third-party brands sold by our businesses, and provide an opportunity to increase customer loyalty. We currently offer a limited number of proprietary branded products, and we believe that the potential for growth in sales of such products is significant.

Corporate and divisional cost reductions: We have initiated a corporate office restructuring, which we expect will generate savings over the next several years. In addition, in the fourth quarter of fiscal 2008 we implemented several cost reduction programs within several of our businesses, which we expect to result in additional savings.

Additional opportunities: In addition to the opportunities described above, we expect to realize profitability improvements from branch consolidation and local best practice sharing.

Increase operational efficiency through optimal asset management : During fiscal 2007 and the first half of fiscal 2008, our primary focus was on the separation of our business from Home Depot. With that effort largely complete, we intend to accelerate plans to improve our business and asset-management practices that are expected to yield substantial operational efficiencies and incremental cash flow generation.

Capital expenditure management: In connection with the Hughes Supply integration in fiscal 2006, we made capital expenditures on IT and infrastructure investment. With these investments largely complete, we intend to improve capital expenditure management by using our greenfield branch analysis tool and a renewed focus on consistent application of investment metrics.

Working capital management and return on capital: We intend to build on near-term asset management successes through the implementation of enterprise resource planning system enhancements to improve receivables and inventory management. We intend to modify manager compensation across our businesses to encourage efficient usage of operating working capital. We also anticipate utilizing our scale and ongoing supplier consolidation initiatives to drive more favorable payment terms from our suppliers.

Drive organic growth through greenfield sites and market share gains : We believe that local market penetration is a key driver of operational and financial performance. Under appropriate market conditions, we intend to continue to selectively open new branches in attractive markets to capture additional market share, improve customer service levels, increase profitability and increase local market density. We have also recently launched a series of additional initiatives within some of our businesses, which we believe will result in additional market share gains. These include entering new product and market adjacencies, offering additional value-added services such as full-suite outsourcing solutions, improved sales force effectiveness and facilitating the hiring and retention of top sales staff through improved incentives.

Supplement organic growth with an active potential acquisition pipeline : We will continue to identify and evaluate potential “tuck-in” acquisition targets to further grow and enhance our business. For example, on June 1, 2009, we acquired substantially all of the assets of Orco Construction Supply, a former competitor of our White Cap business, out of bankruptcy. Our acquisition strategy builds on our significant experience with integrating over 40 strategic and “tuck-in” acquisitions since 1997, where we have typically realized significant synergies during the first two years of ownership. We currently have a number of potential acquisition targets of various sizes under review.

HDS Acquisition Subsidiary, Inc., a wholly owned indirect subsidiary of HDS Investment Holding, Inc., acquired all of the outstanding capital stock of HD Supply, Inc. from THD Holdings, LLC, and certain wholly-owned subsidiaries of HDS Acquisition Subsidiary, Inc. acquired all of the outstanding capital stock of CND Holdings, Inc. from Home Depot International, Inc. and certain related intellectual property assets from Homer TLC, Inc., for an aggregate purchase price equal to $8.5 billion. $8.175 billion, less $8 million due to the working capital deficit as described below, of the purchase price was in the form of cash consideration and the remainder was in the form of shares of capital stock of HDS Investment Holding, Inc. with a value of $325 million issued to THD Holdings, LLC, a wholly-owned subsidiary of Home Depot.

In connection with the funding of the purchase price of the Acquisition, HDS Acquisition Subsidiary, Inc. received at the closing of the Acquisition and certain post-closing transactions $2,275 million or the “Equity Financing,” from one or more affiliates of, or funds managed or advised by, the Equity Sponsors and/or any of their respective affiliates as well as certain minority investors in exchange for equity securities of HDS Investment Holding, Inc.

HDS Acquisition Subsidiary, Inc. entered into a senior secured credit facility, amended on October 2, 2007 and November 1, 2007, which consists of a $1,000 million term loan facility (the “Term Loan Facility”) and a $300 million revolving credit facility (the “Revolving Credit Facility,” and collectively with the Term Loan Facility, the “Senior Secured Credit Facility”).

HDS Acquisition Subsidiary, Inc. entered into a senior asset-based revolving credit facility, or the “Senior ABL Credit Facility,” in an aggregate principal amount of $2,100 million, a portion of which may be used for letters of credit or swing-line loans (collectively with the “Senior Secured Credit Facility,” the “Senior Credit Facilities”).

HDS Acquisition Subsidiary, Inc. entered into an indenture pursuant to which we issued to the selling noteholders, acting in their capacity as initial purchasers, $2,500 million in aggregate principal amount of 12% senior cash pay notes due 2014 and an indenture pursuant to which we issued $1,300 million in aggregate principal amount of 13.5% senior subordinated payment-in-kind (“PIK”) notes due 2015.

HDS Acquisition Subsidiary, Inc. became a party to the THD Guarantee (“THD Guarantee”) pursuant to which Home Depot guarantees our payment obligations for principal and interest under the Term Loan Facility and which, among other things, restricts our ability to incur secured debt and pay dividends. The fair value of the THD Guarantee, estimated at $106 million at the time of the Transactions, is recorded as an other non-current asset on our balance sheet and is being amortized to interest expense over the five-year life of the Term Loan Facility on a straight-line basis which approximates the effective interest method.

The net proceeds from the notes issued to the selling noteholders, together with (i) borrowings under the Term Loan Facility and the Senior ABL Credit Facility and (ii) the Equity Financing, were used, among other things, to pay Home Depot (on behalf of THD Holdings, LLC, Home Depot International, Inc. and Homer TLC, Inc.) the cash consideration for the Acquisition and to pay related transaction fees and expenses. In addition, Home Depot paid $100 million of such fees and expenses on our behalf pursuant to the purchase and sale agreement, as amended.

Holding and Home Depot agreed that HD Supply must deliver working capital (as defined in the purchase and sale agreement) of at least $2,145 million at the closing of the Acquisition. At closing, the amount of working capital delivered on the preliminary statement was $2,137 million, resulting in an $8 million deficit paid by Home Depot. During fiscal 2008, Holding and Home Depot agreed to a final settlement for working capital and other items resulting in a net payment from Home Depot to Holding of $22 million received in fiscal 2009.

Immediately following the completion of the Acquisition, we entered into a series of internal reorganizations which resulted in:

The Equity Sponsors and/or any of their respective affiliates as well as certain minority investors and Home Depot owning 87.5% and 12.5%, respectively, of HDS Investment Holding, Inc.;

Holding indirectly owning 100% of the common stock of HD Supply, Inc.; and

HD Supply, Inc. indirectly owning 100% of the common stock and other ownership interests of its operating subsidiaries, including CND Holdings.

The exchange offer

Registration rights agreements

Consequences of failure to exchange the old notes

you do not tender your old notes; or

you tender your old notes and they are not accepted for exchange.

Expiration date

Interest on the new notes

Conditions to the exchange offer

at any time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part; or

at any time any stop order is threatened or in effect with respect to the qualification of the indentures governing the relevant notes under the Trust Indenture Act of 1939, as amended.

Procedures for tendering old notes

Guaranteed delivery procedures

Exchange agent

be registered under the Securities Act and therefore will not be subject to restrictions on transfer;

not be subject to provisions relating to additional interest;

bear a different CUSIP or ISIN number from the old notes;

not entitle their holders to registration rights; and

be subject to terms relating to book-entry procedures and administrative terms relating to transfers that differ from those of the old notes.

Issuer

Securities

Optional redemption

Optional redemption after certain equity offerings

Change of control

Ranking of notes and guarantees

rank equally in right of payment to all existing and future senior indebtedness of HD Supply and the guarantors;

rank senior in right of payment to all existing and future subordinated obligations of HD Supply and the guarantors; and

are effectively subordinated to all of our and the guarantors’ secured indebtedness (including under our Senior Credit Facilities) to the extent of the value of the assets securing such indebtedness and to all indebtedness and other liabilities of our subsidiaries that do not guarantee the notes.

are subordinated in right of payment to all existing and future senior indebtedness of HD Supply and the guarantors (including under our Senior Credit Facilities and the senior cash pay notes);

rank equally in right of payment to all existing and future senior subordinated obligations of HD Supply and the guarantors; and

rank senior in right of payment to all of our and the guarantors’ future debt that is by its terms subordinated to the senior subordinated PIK notes.

incur additional debt;

pay dividends, redeem stock or make other distributions;

make certain investments;

create liens;

transfer or sell assets;

layer indebtedness;

merge or consolidate with another company; and

enter into certain transactions with our affiliates.

EBITDA, a measure used by management to evaluate operating performance, is defined as net income (loss) less income (loss) from discontinued operations, net of tax, plus (i) interest expense and interest income, net, (ii) provision (benefit) for income taxes, and (iii) depreciation and amortization. EBITDA is not a recognized term under GAAP and does not purport to be an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, EBITDA is not intended to be a measure of free cash flow available for management’s discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and other debt service requirements. We believe EBITDA is helpful in highlighting trends because EBITDA excludes the results of decisions that are outside the control of operating management and that can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate, age and book depreciation of facilities and capital investments. In addition, EBITDA provides more comparability between the historical results of HD Supply prior to the Acquisition and results that reflect the new capital structure after the Acquisition. We further believe that EBITDA is frequently used by securities analysts, investors and other interested parties in their evaluation of companies, many of which present an EBITDA measure when reporting their results. We compensate for the limitations of using non-GAAP financial measures by using them to supplement GAAP results to

provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Because not all companies use identical calculations, our presentation of EBITDA may not be comparable to other similarly titled measures of other companies.

EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

EBITDA and Adjusted EBITDA do not reflect our interest expense, or the requirements necessary to service interest or principal payments on our debt;

EBITDA and Adjusted EBITDA do not reflect our income tax expenses or the cash requirements to pay our taxes;

EBITDA and Adjusted EBITDA do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; and

although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements.

(i)     Represents the gain on extinguishment of debt, the gains/losses associated with the changes in fair value of interest rate swap contracts not accounted for under hedge accounting, and other non-operating income/expense.