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): August 15, 2024
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 (§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. ☐
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Item 7.01.
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Regulation FD Disclosure.
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On August 15, 2024, Carrier Global Corporation issued a press release announcing that it has entered a definitive agreement to sell its
Commercial and Residential Fire business to an affiliate of Lone Star Funds. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, 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 or in the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Press release, dated August 15, 2024, issued by Carrier Global Corporation
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104
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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SIGNATURE
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.
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Date: August 15, 2024
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CARRIER GLOBAL CORPORATION
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By:
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/s/ Patrick Goris
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Patrick Goris
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Senior Vice President and Chief Financial Officer
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Exhibit 99.1
For Immediate Release
Carrier Announces Agreement to Sell Commercial and Residential Fire Business to an Affiliate of Lone Star Funds for $3
Billion
PALM BEACH GARDENS, Fla., August 15, 2024 – Carrier Global Corporation (NYSE: CARR), global leader in intelligent climate and energy solutions, entered into a definitive agreement today to sell its Commercial and Residential Fire
business to an affiliate of Lone Star Funds for an enterprise value of $3 billion.
“The sale of our Commercial and Residential Fire business marks a
defining step in our planned business exits critical to our transformational journey to becoming a focused, agile, higher-growth, pure-play company dedicated to creating a more sustainable world for generations to come,” said Carrier Chairman
& CEO David Gitlin. “I am so proud of what our deal and business teams have accomplished. We now have executed deals on all our divestitures, all signed within about a year of announcement, with a
combined value of over $10 billion, representing a mid-teens EBITDA multiple in aggregate. This reflects tremendous dedication by so many, and I could not be more appreciative of our team’s tireless efforts and great work.”
The sale announced today marks a critical milestone in Carrier’s portfolio transformation, following the acquisition of Viessmann Climate Solutions
in January and the successful divestitures of its Industrial Fire and Global Access Solutions businesses. The Commercial Refrigeration sale is on track to close around the end of the third quarter. Closing of the Commercial and Residential Fire
business is expected by the end of 2024, subject to regulatory approvals and customary closing conditions.
Following the acquisition of Viessmann Climate Solutions, Carrier has reduced its net debt by over $5 billion through the
repayment of outstanding term loans and notes, including last week’s successful tender for additional outstanding debt. As a result of significant de-leveraging this year, and consistent with prior messaging, Carrier expects to redeploy the
estimated $2.2 billion in net proceeds from the transaction towards share repurchases.
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.
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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.
About Lone Star
Lone Star is a leading private equity firm advising funds that invest globally in corporate equity, credit, real estate and other financial assets. Since the
establishment of its first fund in 1995, Lone Star has organized 24 private equity funds with aggregate capital commitments totaling approximately $92 billion. The firm organizes its funds in three series: the Opportunity Fund series; the
Commercial Real Estate Fund series; and the U.S. Residential Mortgage Fund series. Lone Star invests on behalf of its limited partners, which include institutional investors such as pension funds and sovereign wealth funds, as well as
foundations and endowments that support medical research, higher education, and other philanthropic causes. For more information regarding Lone Star Funds, go to www.lonestarfunds.com.
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 the sale of our industrial fire business, expected
uses of the net proceeds therefrom, strategies or transactions of Carrier, 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
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Contact:
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Investor Relations
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Sam Pearlstein
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561-365-2251
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Sam.Pearlstein@Carrier.com
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Media Inquiries
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Rob Six
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561-281-2362
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Robert.Six@Carrier.com
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