Current Report Filing (8-k)
June 22 2017 - 4:17PM
Edgar (US Regulatory)
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) June
19, 2017
WATSCO, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction
of incorporation)
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1-5581
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59-0778222
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2665 South Bayshore Drive, Suite 901
Miami, Florida 33133
(Address of principal executive offices, including zip code)
(305)
714-4100
(Registrants telephone number, including area code)
N/A
(Former name or
former address, if changed since last report)
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 (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-
2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule
405 of the Securities Act of 1933 (17 CFR
§
230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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. ☐
On June 21, 2017, Carrier Enterprise, LLC (
CE
), a joint venture
between Watsco, Inc., a Florida corporation (the
Company
), and Carrier Corporation (
Carrier
), acquired an approximately 35% ownership interest (the
Purchased Interest
) in Russell Sigler, Inc.,
a New Mexico corporation (
RSI
). As previously reported, the Company has an 80% ownership interest in CE, and Carrier has a 20% ownership interest in CE. CE acquired its ownership interest in RSI for a cash purchase price of
approximately $63.6 million.
In connection with its acquisition of the Purchased Interest, CE entered into a shareholders agreement (the
Shareholders Agreement
) with RSI and RSIs other shareholders. Pursuant to the Shareholders Agreement, RSIs shareholders have the right to sell, and CE has the obligation to purchase, their respective shares of RSI for
a purchase price determined based on either book value or EBIT, the latter of which CE used to calculate the price paid for the Purchased Interest. RSIs shareholders may transfer their respective shares of RSI common stock only to members of
the Sigler family or to CE, and, at any time from and after the date on which CE owns 85% or more of RSIs outstanding common stock, CE has the right, but not the obligation, to purchase from RSIs shareholders the remaining outstanding
shares of common stock. The Shareholders Agreement contains customary minority rights in favor of CE, including that RSI not issue any shares of common stock or any other voting securities, including derivative securities, without CEs prior
consent. Unless earlier terminated by the parties thereto, the Shareholders Agreement continues until such time that CE acquires all of the RSIs issued and outstanding common stock.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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WATSCO, INC.
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Dated: June 22, 2017
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By:
/s/ Ana M. Menendez
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Ana M. Menendez,
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Chief Financial Officer
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