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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 3, 2024
CARRIER
GLOBAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
001-39220 |
83-4051582 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
13995 Pasteur Boulevard
Palm Beach Gardens, Florida 33418
(Address of principal executive offices, including
zip code)
(561) 365-2000
(Registrant’s 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:
☐ |
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(s) |
|
Name of each exchange on which registered |
Common Stock ($0.01 par value) |
|
CARR |
|
New York Stock Exchange |
4.375% Notes due 2025 |
|
CARR25 |
|
New York Stock Exchange |
4.125% Notes due 2028 |
|
CARR28 |
|
New York Stock Exchange |
4.500% Notes due 2032 |
|
CARR32 |
|
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. ☐
| Item 1.02 | Termination of a Material Definitive Agreement. |
As previously disclosed, on May 19, 2023, Carrier
Global Corporation (the “Company”) entered into a senior unsecured delayed draw term loan credit agreement (the “Credit
Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and certain other lenders.
The Credit Agreement permitted aggregate borrowings of up to €2.3 billion (the “Delayed Draw Facility”) and was
drawn in full by the Company on January 2, 2024, in connection with its financing of the acquisition of the climate solutions business
of Viessmann Group GmbH & Co. KG.
On June 3, 2024, the Company repaid the full
amount outstanding under the Delayed Draw Facility, and following the repayment, terminated the Credit Agreement in its entirety.
The borrowings under the Delayed Draw Facility
were repaid using proceeds from the Company’s previously announced sale of its security business, Global Access Solutions, to Honeywell
International Inc., which was completed on June 3, 2024.
| Item 7.01 | Regulation FD Disclosure. |
On June 3, 2024, the Company delivered a Notice
of Redemption (the “Redemption Notice”) to holders of the Company’s outstanding 5.800% Notes due 2025 (the “Notes”),
providing for the redemption for cash by the Company of all $1.0 billion of the outstanding Notes on June 13, 2024 (the “Redemption
Date”). The Notes will be redeemed at a redemption price equal to the greater of: (1) 100% of the principal amount of the Notes
and (2) (i) the present values of the remaining scheduled payments of principal and interest discounted to the Redemption Date at the
treasury rate plus 15 basis points, less (ii) interest accrued to the Redemption Date, plus, in either case, accrued interest to the Redemption
Date.
The Company’s press release announcing
the completion of the sale of its Global Access Solutions business is attached hereto as Exhibit 99.
The information furnished pursuant to this Item
7.01, including Exhibit 99, shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed
under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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 hereunto duly authorized.
Date: June 3, 2024 |
CARRIER GLOBAL CORPORATION |
|
|
|
|
|
|
By: |
/s/ Patrick Goris |
|
|
|
Name: Patrick Goris
Title: Senior Vice President and Chief Financial Officer |
|
EXHIBIT 99
Carrier Announces Close of $4.95B Sale of its Global
Access Solutions Business
| · | Advances Carrier’s transformation into a focused global
leader in intelligent climate and energy solutions |
| · | Net proceeds of $4B expected to be used to pay down debt
and help reduce net leverage to approximately 2x
EBITDA |
| · | Positions Carrier to resume share repurchases in 2024 |
PALM BEACH GARDENS, Fla, June 3, 2024 – Carrier
Global Corporation (NYSE: CARR), global leader in intelligent climate and energy solutions, today announced it has completed
the sale of its security business, Global Access Solutions, to Honeywell (NASDAQ: HON) for an enterprise value of $4.95 billion.
“Today marks the first completed sale as part
of Carrier’s portfolio transformation,” said Carrier Chairman & CEO David Gitlin. “Earlier this year we closed on
our Viessmann Climate Solutions acquisition, which will be transformational for Carrier and the industry. We have agreements in place
to sell the global Commercial Refrigeration and Industrial Fire businesses, both of which we plan to close in the third quarter. We have
also initiated the sale process of our Commercial and Residential Fire businesses. Through these transactions, Carrier will transform
into a more focused, higher-growth company ready to address important climate challenges. I want to personally thank the many talented
Global Access Solutions employees for their contributions to the business and our customers over the years, and I look forward to watching
this business continue to thrive under new ownership.”
Carrier intends to use net proceeds from the
sales to pay down debt, expecting to return to ~2x net leverage by the end of 2024. The company also expects to resume share repurchases
in 2024.
Goldman Sachs & Co. LLC and J.P. Morgan Securities
LLC are serving as financial advisor to Carrier. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Linklaters LLP are providing external
legal counsel.
###
About Carrier
Carrier Global Corporation, global
leader in intelligent climate and energy solutions, is committed to creating solutions that matter for people and our planet for generations
to come. From the beginning, we've led in inventing new technologies and entirely new industries. Today, we continue to lead because we
have a world-class, diverse workforce that puts the customer at the center of everything we do. For more information, visit www.corporate.carrier.com or
follow Carrier on social media at @Carrier.
Cautionary Statement
This communication contains
statements which, to the extent they are not statements of historical or present fact, constitute "forward-looking statements"
under the securities laws. These forward-looking statements are intended to provide management's current expectations or plans for Carrier's
future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements can be identified
by the use of words such as "believe," "expect," "expectations," "plans," "strategy,"
"prospects," "estimate," "project," "target," "anticipate," "will," "should,"
"see," "guidance," "outlook," "confident," "scenario" and other words of similar meaning
in connection with a discussion of future operating or financial performance. Forward-looking statements may include, among other things,
statements relating to future sales, earnings, cash flow, results of operations, uses of cash, share repurchases, tax rates and other
measures of financial performance or potential future plans, strategies or transactions of Carrier, our portfolio transformation and the
use of the anticipated proceeds thereof, potential future investments, Carrier's plans with respect to its indebtedness and other statements
that are not historical facts. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results
to differ materially from those expressed or implied in the forward-looking statements. For additional information on identifying factors
that may cause actual results to vary materially from those stated in forward-looking statements, see Carrier's reports on Forms 10-K,
10-Q and 8-K filed with or furnished to the U.S. Securities and Exchange Commission from time to time. Any forward-looking statement speaks
only as of the date on which it is made, and Carrier assumes no obligation to update or revise such statement, whether as a result of
new information, future events or otherwise, except as required by applicable law.
CARR-IR
Contact:
Investor Relations
Sam Pearlstein
561-365-2251
Sam.Pearlstein@Carrier.com
Media Inquiries
Ashley Barrie
860-416-3657
Ashley.Barrie@Carrier.com
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