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 22, 2020
(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. ☐
| Item 8.01 |
Other Events.
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On September 22, 2020, Carrier Global Corporation (“Carrier”) issued a press release announcing that it intends to sell approximately 9 million B shares
of Beijer Ref AB (“Beijer Ref”), equal to approximately 7.7% of the outstanding B shares in Beijer Ref, through an accelerated equity offering. Beijer Ref is listed on the Nasdaq Stockholm. The total number of shares offered and the price of the
shares will be decided by Carrier at the close of a book building process.
A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.
This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The securities
described in the press release attached as Exhibit 99.1 to this report have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any applicable state or foreign securities laws and may not
be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibits.
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Press Release, dated as of September 22, 2020.
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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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Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements concerning the scope, nature, impact or timing of divestiture activity. 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, and those risks and uncertainties are detailed from time
to time in Carrier’s filings with the Securities and Exchange Commission.
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.
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CARRIER GLOBAL CORPORATION
(Registrant)
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Date: September 22, 2020
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By:
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/s/ Ariel R. David
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Ariel R. David
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Vice President, Assistant Secretary & Associate General Counsel
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Exhibit 99.1
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN,
AUSTRALIA, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
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For Immediate Release
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Contact:
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Ashley Barrie
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561-365-1260
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Ashley.Barrie@Carrier.com
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Carrier Launches Sales Process for Portion of its Holdings in Beijer Ref
PALM BEACH GARDENS, Fla., Sept. 22, 2020 — Carrier Global Corporation has announced that it intends to sell approximately 9 million B shares of Beijer Ref AB (“Beijer Ref”), equal
to approximately 7.7% of the outstanding B shares in Beijer Ref, through an accelerated equity offering (“AEO” or the “Transaction”). The total number of shares offered and the price of the shares will be decided by Carrier at the close of a book
building process, which commences immediately. Carrier (NYSE: CARR) is a leading global provider of innovative heating, ventilating and air-conditioning (HVAC), refrigeration, fire, security and building automation technologies. Beijer Ref
provides commercial and industrial refrigeration as well as heating and air conditioning products, and is listed on the Nasdaq Stockholm.
Carrier currently holds approximately 38% of the Beijer Ref B share capital, approximately 22% of the Beijer Ref A share capital,
and approximately 31% of the Beijer Ref total votes.
Beijer Ref will not receive any proceeds from the sale of Carrier’s shares. Carrier expects to announce the outcome of the AEO
before 9:00 CEST (03:00 EDT) on 23 September 2020. Carrier reserves the right to close the books at any time.
The Transaction is part of Carrier’s ongoing evaluation of its portfolio, as previously communicated. Carrier’s evaluation and
decision has no bearing on its valued and longstanding distribution relationship with Beijer Ref.
Citigroup Global Markets Limited is acting as sole global coordinator and bookrunner in the execution of the AEO. Carnegie
Investment Bank AB (publ) is acting as co-bookrunner.
Carrier has agreed to a 90-day lock up for its remaining holdings in Beijer Ref, subject to certain exceptions, including M&A.
About Carrier
Carrier Global Corporation is a leading global provider of healthy, safe and
sustainable building and cold chain solutions. Since our founding, we’ve led in creating solutions that matter for people and our planet. Today, our portfolio includes industry-leading brands such as Carrier, Kidde, Edwards, LenelS2 and Automated
Logic that offer innovative HVAC, refrigeration, fire, security and building automation technologies to help make the world safer and more comfortable for generations to come. For more information, visit www.corporate.carrier.com or follow Carrier on social media at @Carrier.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements concerning the scope, nature, impact or timing of divestiture activity. 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, and those risks and uncertainties are detailed from time to time in Carrier’s filings with
the Securities and Exchange Commission.
Disclaimers
The distribution of this announcement and the offer and sale of the shares in certain jurisdictions may be restricted by law. The shares may not be offered to the public
in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. No offer to sell or subscribe for shares, or announcement of a forthcoming
offer to sell or subscribe for shares, or solicitation of any offer to buy or subscribe for shares, or announcement of a forthcoming solicitation of any offer to buy or subscribe for, shares will be made in the United States or in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction, and the distribution of this communication in jurisdictions may be
similarly restricted. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction.
This press release is for informational purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security in
the United States or in any other jurisdiction where such offer or solicitation is unlawful. The securities described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), or any applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offering of
securities in the United States.
In the United Kingdom and Member States of the European Economic Area, this announcement and any offer if made subsequently is directed exclusively at persons who are
“qualified investors” within the meaning of the Prospectus Regulation (“Qualified Investors”). For these purposes, the expression “Prospectus Regulation” means Regulation (EU) 2017/1129. In the United Kingdom this announcement is directed
exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or
(ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.