Resideo Approves Spin-Off of ADI Global Distribution Business
Resideo has formally approved the planned spin-off of its ADI Global Distribution business. The board also has set a record date of July 20 and a distribution date of August 3 in connection with the Spin-Off. To execute the spin-off, Resideo will distribute all of the issued and outstanding shares of ADI Global Distribution common stock pro rata to Resideo common shareholders of record on the record date. The distribution will occur on the basis of a distribution ratio of one share of ADI common stock for every two shares of Resideo common stock held as of the close of business on the record date. Following the distribution, ADI common stock is expected to begin trading on the NYSE on August 4 under the ticker symbol "ADIG." Resideo will continue to trade on the NYSE under the ticker symbol "REZI." The spin-off is expected to be tax-free to Resideo shareholders for U.S. federal income tax purposes, except for cash that shareholders may receive in lieu of fractional shares. Resideo anticipates that ADI common stock will begin trading on the NYSE under the ticker symbol "ADIG WI" on a "when-issued" basis on or about July 29. ADI common stock is expected to begin "regular-way" trading on the NYSE under the ticker symbol "ADIG" on August 4. Shares of Resideo common stock are expected to continue to trade "regular-way" on the NYSE under the current ticker symbol "REZI" through the distribution date. However, beginning on July 29 and continuing through August 3, it is expected that there will be two markets in Resideo common stock on the NYSE: a "regular-way" market under Resideo's current ticker symbol "REZI," in which Resideo shares will trade with the right to receive shares of ADI common stock on the Distribution Date, and an "ex distribution" market under the ticker symbol "REZI WI", in which Resideo shares will trade without the right to receive shares of ADI common stock on the Distribution Date. Resideo also closed the offering of $400M aggregate principal amount of 7.125% Senior Notes due 2034 issued by ADI on June 30. The notes bear interest at a rate of 7.125% per annum and will mature on July 15, 2034. In addition, on July 1, ADI Funding entered into a $600M senior secured term B loan facility and a $500M senior secured revolving credit facility. ADI intends to use a portion of the gross proceeds of the Notes, together with borrowings under the Term Facility, to make a distribution to Resideo in connection with the Spin-Off and to pay fees, costs and expenses in connection with the Senior Secured Credit Facilities and the Notes offering. ADI intends to use the remaining proceeds, if any, for general corporate purposes. ADI expects the Revolving Facility to be undrawn upon completion of the Spin-Off.
