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): December 23, 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 7.01 |
Regulation FD Disclosure.
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On December 23, 2020, Carrier Global Corporation (the “Company”) issued a press release announcing that it had been notified of an unsolicited
“mini-tender” offer by TRC Capital Investment Corporation to purchase up to 3,000,000 shares of the Company’s outstanding common stock, and that the Company recommends that shareowners reject the offer.
A copy of the press release is furnished herewith as Exhibit 99.1.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibits
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Press release of Carrier Global Corporation, issued December 23, 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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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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CARRIER GLOBAL CORPORATION
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(Registrant)
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Date: December 23, 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
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For Immediate Release
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Contact:
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Media Inquiries
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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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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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Carrier Recommends Shareowners Reject TRC Capital “Mini‑Tender” Offer
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Unsolicited mini-tender offer is below current market price for Carrier shares
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Shareowners who have already tendered shares advised to withdraw
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Carrier urges investors to review current share price, exercise caution and consult with advisors
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PALM BEACH GARDENS, FLA, Dec. 23, 2020 – Carrier
Global Corporation (NYSE: CARR) received notice of an unsolicited mini-tender offer by TRC Capital Investment Corporation (“TRC Capital”) to purchase up to 3 million shares, or about 0.34 percent, of Carrier’s outstanding common stock at a price of
$37.00 per share in cash. As TRC Capital’s own offer document acknowledges, the offering price is approximately 4.61 percent below the closing price per share of Carrier on Dec. 18, 2020, the last trading day before the mini-tender offer was commenced. Carrier recommends that shareowners reject this unsolicited offer because the offer price
is below the current market price for Carrier shares. The offer also is subject to numerous conditions, including TRC Capital obtaining sufficient financing necessary to consummate the offer. Carrier also recommends that any shareowners who have
tendered shares to TRC Capital withdraw those shares by providing the written notice described in the offering documentation before the expiration of the offer, which is currently scheduled for 12:01 a.m., New York City Time, on Jan. 21, 2021.
Carrier is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.
TRC Capital has made similar unsolicited mini-tender offers for shares of other public companies. Mini-tender offers are designed to seek less than 5
percent of a company’s outstanding shares, thereby avoiding many investor protections, including the disclosure and procedural requirements, applicable to larger tender offers under United States securities laws. The U.S. Securities and Exchange
Commission (SEC) has cautioned investors about mini-tender offers, noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the
current market price.” The SEC has also published investor tips regarding these offers on its website at: http://www.sec.gov/investor/pubs/minitend.htm.
Carrier encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer
dissemination and disclosures on the SEC’s website at: http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Carrier urges investors to obtain current market quotations for their shares, consult with their brokers or financial advisors and exercise caution with
respect to TRC Capital’s offer.
Carrier requests that a copy of this news release be included with all distributions of materials relating to TRC Capital’s mini-tender offer related to
the Carrier’s shares of common stock.
About Carrier
As the leading global provider of healthy, safe and sustainable building and cold chain
solutions, Carrier Global Corporation is committed to making the world safer, sustainable and more comfortable 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.