What is the main purpose of this 8-K filing for Carrier Global Corp.?

This 8-K filing announces Carrier Global Corp.'s entry into a material definitive agreement to sell its Chubb fire and security business to APi Group Corporation for $3.1 billion. It details the key terms of the sale, the expected timeline, and the conditions for closing the transaction.

How will the $3.1 billion purchase price be adjusted?

The $3.1 billion purchase price is subject to adjustments. It will be increased or decreased based on the actual working capital of the Chubb business at closing compared to a target working capital amount. It will also be decreased by the amount of Net Indebtedness of the business at closing, as defined in the Purchase Agreement.

What are the key conditions that need to be met for the sale to be completed?

The closing of the sale is contingent upon several customary conditions, including the receipt of necessary regulatory approvals (such as Competition and Foreign Investment Laws), the absence of any injunctions preventing the deal, and the accuracy of representations and warranties along with compliance with covenants by both parties. Carrier's exercise of a put option for the French business is also a condition to closing.

What is the expected timeline for the completion of this sale?

Carrier expects the closing of the Chubb business sale to occur in late the fourth quarter of 2021 or early in the first quarter of 2022, provided all closing conditions are satisfied or waived.

CARR 8-K: Material Agreements

Summary

Carrier Global Corporation (CARR) announced on July 29, 2021, a significant divestiture through a Stock Purchase Agreement with APi Group Corporation. Carrier has agreed to sell its Chubb fire and security business for a substantial purchase price of $3.1 billion. This strategic move signals Carrier's intention to streamline its operations and focus on its core businesses by exiting a non-core segment. The transaction is subject to customary closing conditions, including regulatory approvals, and is anticipated to close by late Q4 2021 or early Q1 2022. The sale price is subject to adjustments based on the working capital and net indebtedness of the Chubb business at closing. This divestiture is a key event for Carrier, impacting its future financial structure and strategic direction.

Key Highlights

1Carrier Global Corp. is selling its Chubb fire and security business to APi Group Corporation.
2The sale price for the Chubb business is $3.1 billion, subject to working capital and net indebtedness adjustments.
3The transaction includes the sale of Chubb Limited, a UK limited company.
4Closing of the transaction is expected in late Q4 2021 or early Q1 2022, pending regulatory approvals and other customary conditions.
5The Purchase Agreement includes customary representations, warranties, and covenants between Carrier and APi Group.
6Carrier has a put option related to the Chubb business in France, exercisable after required works council consultations.
7The divestiture is not subject to shareholder approval or a financing condition for the buyer.

CARRIER GLOBAL Corp 8-K Report, Material Agreement (Jul 30, 2021)

Summary

Key Highlights

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