Resideo Technologies Files 8-K with Financial Updates

TL;DR

Resideo dropped an 8-K detailing financial results and a new material agreement.

AI Summary

On April 14, 2024, Resideo Technologies, Inc. entered into a material definitive agreement related to its results of operations and financial condition. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. This filing includes financial statements and exhibits.

Why It Matters

This 8-K filing provides crucial updates on Resideo Technologies' financial performance and material agreements, impacting investor understanding of the company's current standing.

Risk Assessment

Risk Level: medium — The filing concerns material definitive agreements and financial results, which can significantly impact stock price and investor confidence.

Key Players & Entities

• RESIDEO TECHNOLOGIES, INC. (company) — Registrant
• April 14, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-38635 (identifier) — Commission File Number
• 82-5318796 (identifier) — IRS Employer Identification No.
• 16100 N. 71st Street , Suite 550 Scottsdale , Arizona 85254 (address) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered: Common Stock, par value $0.001 per share REZI New York Stock Excha
• $0.01 — ssable share of common stock, par value $0.01 per share, of the Surviving Corporation
• $10.75 — be converted into the right to receive $10.75 in cash, without interest and less any
• $26,348,250 — to pay the Company a termination fee of $26,348,250 in cash. In connection with the execu
• $26 — th an initial conversion price equal to $26.92, and accrue dividends at a rate of 7
• $1,000 — rchased Shares") at a purchase price of $1,000 per share for an aggregate purchase pri
• $500,000,000 — hare for an aggregate purchase price of $500,000,000. The aggregate number of shares of Comp
• $26.92 — ve conversion price, initially equal to $26.92 and subject to adjustment as set forth
• $25,000,000 — investor or (ii) in an amount exceeding $25,000,000 in the aggregate (subject to certain ex
• $600.0 m — an aggregate principal amount of up to $600.0 million, to be incurred as an incremental
• $500.0 million — Investment) in an amount not less than $500.0 million. The proceeds from the debt financing,

Filing Documents

• d802361d8k.htm (8-K) — 68KB
• d802361dex21.htm (EX-2.1) — 530KB
• d802361dex101.htm (EX-10.1) — 634KB
• d802361dex991.htm (EX-99.1) — 27KB
• g802361g0415070927684.jpg (GRAPHIC) — 2KB
• 0001193125-24-096352.txt ( ) — 1679KB
• rezi-20240414.xsd (EX-101.SCH) — 3KB
• rezi-20240414_lab.xml (EX-101.LAB) — 18KB
• rezi-20240414_pre.xml (EX-101.PRE) — 11KB
• d802361d8k_htm.xml (XML) — 4KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 14, 2024 RESIDEO TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 001-38635 82-5318796 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 16100 N. 71st Street , Suite 550 Scottsdale , Arizona 85254 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (480) 573-5340 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class: Trading Symbol: Name of each exchange on which registered: Common Stock, par value $0.001 per share REZI New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01 Entry Into a Material Definitive Agreement Agreement and Plan of Merger On April 14, 2024, Resideo Technologies, Inc., a Delaware corporation (the "Company"), Pop Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"), and Snap One Holdings Corp., a Delaware corporation ("Snap One"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Snap One (the "Merger"), with Snap One continuing as the surviving corporation (the "Surviving Corporation") and a wholly owned subsidiary of the Company. As of the effective time of the Merger (the "Effective Time"), (i) each issued and outstanding share of capital stock of Merger Sub will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and (ii) each issued and outstanding share of common stock of Snap One, par value $0.01 per share ("Snap One Common Stock") (other than Appraisal Shares (as defined in the Merger Agreement), shares of restricted Snap One Common Stock, and any shares held by Snap One, the Company, Merger Sub or any other direct or indirect wholly owned subsidiary of Snap One or the Company) will be converted into the right to receive $10.75 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration"). The Merger Agreement also provides that at the Effective Time, the (i) issued and outstanding options, including phantom options, to purchase Snap One Common Stock (all of which are "out-of-the-money") will be cancelled for no consideration, (ii) issued and outstanding shares of restricted Snap One Common Stock will be cancelled and converted into the right to receive the Merger Consideration, (iii) issued and outstanding restricted stock units, including phantom restricted stock units, covering Snap One Common Stock that are vested immediately prior to the Effective Time (after taking into account any accelerated vesting that occurs immediately prior to, or in connection with, the Effective Time) will be cancelled and converted into the right to receive an amount in cash, without interest, equal to (x) the total number of shares of Snap One Common Stock subject to such restricted stock unit (or phantom restricted stock unit) immediately prior to the Effective Time multiplied by (y) the Merger Consideration, (iv) issued and outstanding performance stock units covering Snap One Company Stock will be assumed by the Company and automatically converted into a Company restricted stock unit award with respect to shares of common stock of the Company, par value $0.001 per share (the "Company Common Stock"), assuming a number of shares of Snap One Common Stock based on target performance (or actual performance with respect to any performance stock units subject to a perf

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View this 8-K filing on SEC EDGAR