SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 10, 2021
RESIDEO TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
901 East 6th Street
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (512) 726-3500
Registrant’s Former Name or Address, if changed since last report: N/A
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Name of each exchange
|Common Stock, par value $0.001 per share||REZI||New York Stock Exchange|
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.
On August 10, 2021, Resideo Technologies, Inc. (the “Company”) issued a press release announcing that it priced its private offering of $300,000,000 aggregate principal amount of 4.000% Senior Notes due 2029 (the “Notes”). A copy of the press release is furnished as Exhibit 99.1 hereto. The sale of the Notes is expected to close on August 26, 2021, subject to the satisfaction or waiver of customary closing conditions. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States, only to non-U.S. investors pursuant to Regulation S.
This Current Report on Form 8-K, including the information contained in Exhibit 99.1, does not constitute an offer to sell, or the solicitation of an offer to buy, any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
|99.1||Press Release, dated August 10, 2021.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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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.
|RESIDEO TECHNOLOGIES, INC.|
/s/ Jeannine J. Lane
|Name:||Jeannine J. Lane|
|Title:||Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer|
Date: August 11, 2021
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