Form 8-K - Current report

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): September 21, 2023

LENNOX INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware

001-15149

42-0991521

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2140 LAKE PARK BLVD.,

RICHARDSON, Texas 75080

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (972)497-5000

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):


☐			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, par value $0.01 per share

LII

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 8.01			Other Events.

On September 21, 2023, Lennox International Inc. (the “Company”) announced that it had entered into an agreement to sell its European commercial HVAC and refrigeration businesses, headquartered in Lyon, France, to funds managed by Syntagma Capital. The closing of the transaction is subject to obtaining required consents, works council consultations, and customary closing conditions. The transaction is expected to be completed in the fourth quarter of 2023.

A copy of the press release issued by the Company on September 21, 2023 announcing the transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K.


Item 9.01			Financial Statements and Exhibits.


(d)			Exhibits.


EXHIBIT NUMBER						DESCRIPTION

99.1						Press release dated September 21, 2023.
104						Inline XBRL for the cover page of this Current Report on Form 8-K.


			The statements in this Current Report on Form 8-K and Exhibit 99.1 of this Current Report on Form 8-K that are not historical statements are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on information currently available as well as management’s assumptions and beliefs today. These statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from the results expressed or implied by the statements, and investors should not place undue reliance on them. Risks and uncertainties that could cause actual results to differ materially from such statements include risks that the North American unitary HVAC and refrigeration markets perform worse than current assumptions. Additional risks include but are not limited to the impact of higher raw material prices, availability and timely delivery of raw materials and other components, competition in the HVACR business, ability to meet customer demand, the impact of new or increased trade tariffs, the Company’s ability to successfully execute its business strategy including implementing price increases for its products and services, economic conditions in our markets, regulatory changes, the impact of unfavorable weather, and a decline in new construction activity and related demand for products and services. For information concerning these and other risks and uncertainties, see the Company’s publicly available filings with the Securities and Exchange Commission. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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.

LENNOX INTERNATIONAL INC.



Date: September 21, 2023

By:						/s/ Monica M. Brown
Name:						Monica M. Brown
Title:						Assistant Secretary

Exhibit 99.1

Lennox Announces Agreement to Sell European Commercial HVAC and Refrigeration Businesses

DALLAS, September 21, 2023– Lennox (NYSE: LII), a leader in energy-efficient climate-control solutions, announces it has entered into an agreement to sell its European commercial HVAC and refrigeration businesses, headquartered in Lyon, France, to funds managed by Syntagma Capital. The closing of the transaction is subject to obtaining required consents, works council consultations, and customary closing conditions. The transaction is expected to be completed in the fourth quarter of 2023.

“The agreement to sell the European commercial HVAC and refrigeration business will be the best way to bring closure to our portfolio simplification decision announced last year. Our focus on North America will enable us to better serve our customers and achieve growth acceleration and margin resiliency,” said Chief Executive Officer Alok Maskara.

“Our European commercial HVAC and refrigeration businesses have been part of Lennox for many years, and I want to thank the talented employees of those businesses for their dedication and contributions.” Maskara concluded.

ABOUT LENNOX

Lennox (NYSE: LII) is a leader in energy-efficient climate-control solutions. Dedicated to sustainability and creating comfortable and healthier environments for our residential and commercial customers while reducing their carbon footprint, we lead the field in innovation with our cooling, heating, indoor air quality, and refrigeration systems. Additional information on Lennox is available at investor.lennox.com or by contacting investor@lennoxintl.com.

Document and Entity Information Document and Entity Information	Sep. 21, 2023
Cover [Abstract]
Entity Central Index Key	0001069202
Entity Incorporation, State or Country Code	DE
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	LII
Security Exchange Name	NYSE
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Soliciting Material	false
Written Communications	false
Document Type	8-K
Entity Registrant Name	LENNOX INTERNATIONAL INC
Entity Address, Address Line One	2140 LAKE PARK BLVD
Entity Address, City or Town	RICHARDSON
Entity Address, Postal Zip Code	75080
Entity File Number	001-15149
Entity Tax Identification Number	42-0991521
City Area Code	972
Local Phone Number	497-5000
Amendment Flag	false
Entity Emerging Growth Company	false
Entity Address, State or Province	TX
Document Period End Date	Sep. 21, 2023