What is the primary purpose of this 8-K filing?

This 8-K filing announces Carrier Global Corporation's entry into a material definitive agreement to acquire Viessmann Group's climate solutions business. It details the key terms of the Share Purchase Agreement, including the purchase price, transaction structure, financing, closing conditions, and related agreements.

How is Carrier financing this acquisition?

Carrier intends to finance the EUR 12 billion acquisition through a combination of cash and debt. The company has secured a commitment letter for a senior unsecured bridge term loan facility of up to EUR 8.2 billion from certain financial institutions.

What are the main conditions for closing the acquisition?

Key closing conditions include the receipt of necessary regulatory clearances (merger control and foreign direct investment laws), the delivery of audited financial statements for the acquired business, the listing of Carrier's common stock to be issued, the divestiture of certain legal entities by the acquired company, accuracy of representations and warranties, absence of material adverse changes, and no prohibitory injunctions. The closing is expected to occur around the end of 2023 but cannot occur before January 1, 2024, without mutual consent.

What role will the seller, Viessmann Group, have after the acquisition?

Through an Investor Rights Agreement, Viessmann Group will have the right to nominate one member to Carrier's Board of Directors for ten years, provided they maintain a significant portion of the Carrier shares received as consideration. They will also be subject to customary standstill, lockup, and transfer restrictions.

CARR 8-K: Material Agreements

Summary

Carrier Global Corporation (CARR) has announced a significant strategic acquisition, agreeing to purchase the climate solutions business of Viessmann Group GmbH & Co. KG for EUR 12 billion. This transaction is comprised of EUR 9.6 billion in cash and approximately EUR 2.4 billion in Carrier common shares, representing a substantial investment aimed at bolstering Carrier's position in the climate solutions market. The deal is structured with a locked-box mechanism, fixing the purchase price based on the December 31, 2022, balance sheet of the target business, and is expected to close around the end of 2023, subject to regulatory approvals and other customary closing conditions. This acquisition is poised to be transformative for Carrier, significantly expanding its climate solutions portfolio and geographic reach. The integration of Viessmann's business is expected to create synergies and enhance competitive positioning. Investors should note the substantial equity component of the deal, which will result in dilution for existing shareholders, and the associated debt financing. The announcement also details several key agreements that will govern the post-acquisition relationship, including a license agreement for the "Viessmann" brand, an investor rights agreement that grants the seller a board seat under certain conditions, and transitional services. The financing for the acquisition includes a commitment for an EUR 8.2 billion bridge loan facility, indicating the need for significant external funding. While the closing is not subject to shareholder approval or a financing contingency for Carrier, it is contingent upon various regulatory clearances and the satisfactory delivery of audited financial statements. The company has also secured representations and warranties insurance, a common practice for large M&A transactions to mitigate risk.

Key Highlights

1Carrier Global to acquire Viessmann's climate solutions business for EUR 12 billion.
2Transaction mix: EUR 9.6 billion cash and Carrier Common Stock (valued at approx. EUR 2.4 billion).
3Acquisition employs a locked-box mechanism with the purchase price fixed as of December 31, 2022.
4Deal subject to regulatory approvals, delivery of financial statements, and other closing conditions; expected to close around end of 2023.
5Carrier has secured an EUR 8.2 billion bridge loan commitment for financing.
6Seller (Viessmann Group) to receive a board seat nomination right for 10 years under certain shareholding conditions.
7Post-closing agreements include a license for the 'Viessmann' trademark, transitional services, and investor rights.

CARRIER GLOBAL Corp 8-K Report, Material Agreement (Apr 26, 2023)

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Key Highlights

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