Resideo Technologies Reports Material Agreements and Asset Deal
Ticker: REZI · Form: 8-K · Filed: Jun 18, 2024 · CIK: 1740332
| Field | Detail |
|---|---|
| Company | Resideo Technologies, INC. (REZI) |
| Form Type | 8-K |
| Filed Date | Jun 18, 2024 |
| Risk Level | medium |
| Pages | 10 |
| Reading Time | 12 min |
| Key Dollar Amounts | $0.001, $1,000, $500,000,000, $600,000,000, $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-definitive-agreement, acquisition-disposition, financial-obligation, equity-securities
TL;DR
Resideo just did a big asset deal and signed new financial agreements, watch out for equity sales.
AI Summary
On June 14, 2024, Resideo Technologies, Inc. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. This also involved the creation of a direct financial obligation or an off-balance sheet arrangement. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders.
Why It Matters
This filing indicates significant corporate actions, including asset transactions and financial obligations, which could impact the company's financial structure and future operations.
Risk Assessment
Risk Level: medium — The filing details material definitive agreements, asset transactions, and financial obligations, which inherently carry financial and operational risks.
Key Players & Entities
- Resideo Technologies, Inc. (company) — Filer
- HH Spinco Inc. (company) — Former company name
FAQ
What specific assets were involved in the acquisition or disposition?
The filing does not specify the exact assets involved in the acquisition or disposition.
What is the nature of the direct financial obligation or off-balance sheet arrangement?
The filing does not provide details on the specific nature of the financial obligation or off-balance sheet arrangement.
What were the terms of the unregistered sales of equity securities?
The filing does not disclose the terms or details of the unregistered sales of equity securities.
How will the material modifications to the rights of security holders affect shareholders?
The filing does not specify the nature of the modifications or their impact on security holders.
When was the date of the earliest event reported in this 8-K?
The earliest event reported in this 8-K was on June 14, 2024.
Filing Stats: 3,072 words · 12 min read · ~10 pages · Grade level 12.7 · Accepted 2024-06-17 21:45:33
Key Financial Figures
- $0.001 — nge on which registered Common Stock, $0.001 Par Value REZI New York Stock Excha
- $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 the
- $600,000,000 — ity in an aggregate principal amount of $600,000,000 (the "Fourth Amendment Term Loans"), th
- $0.01 — ssable share of common stock, par value $0.01 per share, of the Surviving Corporation
- $10.75 — was converted into the right to receive $10.75 in cash, without interest and less any
Filing Documents
- d845319d8k.htm (8-K) — 53KB
- d845319dex31.htm (EX-3.1) — 160KB
- d845319dex101.htm (EX-10.1) — 18KB
- d845319dex102.htm (EX-10.2) — 318KB
- d845319dex103.htm (EX-10.3) — 356KB
- d845319dex104.htm (EX-10.4) — 18KB
- d845319dex231.htm (EX-23.1) — 2KB
- d845319dex991.htm (EX-99.1) — 13KB
- d845319dex992.htm (EX-99.2) — 457KB
- g845319g06k34.jpg (GRAPHIC) — 4KB
- g845319g78o95.jpg (GRAPHIC) — 1KB
- 0001193125-24-162846.txt ( ) — 1782KB
- rezi-20240614.xsd (EX-101.SCH) — 3KB
- rezi-20240614_lab.xml (EX-101.LAB) — 18KB
- rezi-20240614_pre.xml (EX-101.PRE) — 11KB
- d845319d8k_htm.xml (XML) — 4KB
Financial Statements and Exhibits
Financial Statements and Exhibits. (a) Financial statements of business acquired. The (i) audited consolidated balance sheets of Snap One Holdings Corp. and subsidiaries as of December 29, 2023 and December 30, 2022, and the related audited consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the three fiscal years in the period ended December 29, 2023 (and the related report of Snap One's independent registered public accounting firm referenced in Exhibit 23.1 hereto), and (ii) unaudited condensed consolidated balance sheet of Snap One Holdings Corp. and subsidiaries as of March 29, 2024 and the related unaudited statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the three months ended March 31, 2024 and March 31, 2023, respectively, are incorporated by reference herein from Snap One's Annual Report on Form 10-K filed with the SEC on March 8, 2024 and Snap One's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024. (b) Pro Forma Financial Information. The unaudited pro forma condensed combined financial information of the Company giving pro forma effect to the Snap One acquisition and related financing transactions, consisting of the unaudited pro forma condensed combined statements of operations for the three months ended March 30, 2024 and the year ended December 31, 2023 and unaudited pro forma condensed combined balance sheet as of March 30, 2024, are filed as Exhibit 99.2 hereto and are incorporated herein by reference. (d) Exhibits 3.1 Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Participating Preferred Stock of Resideo Technologies, Inc. 10.1 Amendment No. 1 to Investment Agreement, dated as of June 14, 2024, by and among Resideo Technologies, Inc., CD&R Channel Holdings, L.P. and Clayton, Dubilier & Rice Fund XII, L.P. 10.2 Registration Rights Agreement, dated as of June 14, 2024, by