Resideo Technologies Inc.
06/24/2026 | Press release | Distributed by Public on 06/24/2026 14:43
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement
On June 24, 2026, Resideo Funding Inc., a wholly-owned subsidiary of Resideo Technologies, Inc. (the "Company") merged with and into Resideo Funding II LLC, a wholly-owned subsidiary of the Company, with Resideo Funding II LLC continuing as the surviving entity (the "Merger"). In connection with the Merger:
| a) | Resideo Funding II LLC, by supplemental indentures (the "Supplemental Indentures"), assumed Resideo Funding Inc.'s obligations under Resideo Funding Inc.'s outstanding 4.000% Senior Notes due 2029 and 6.500% Senior Notes due 2032 (collectively the "Notes") and the respective indentures governing the Notes; and |
| b) | Resideo Funding II LLC, by a joinder to second amended and restated credit agreement and borrower assumption (the "Borrower Assumption"), assumed Resideo Funding Inc.'s obligations as the "Borrower" and as a "Loan Party" under the Credit Agreement (as defined below) and the other loan documents relating thereto. In connection with the Borrower Assumption, Resideo Funding II LLC also entered into supplements to certain of such loan documents, pursuant to which (i) Resideo Funding II LLC granted to the Administrative Agent (as defined below) a security interest in Resideo Funding II LLC's right, title and interest in, to and under substantially all of its assets and (ii) Resideo Funding II LLC agreed to guarantee the obligations of the Company and its subsidiaries (except with respect to obligations of the "Borrower") under the Credit Agreement and the loan documents relating thereto. For purposes of this clause (b), "Credit Agreement" means that certain Second Amended and Restated Credit Agreement, dated as of June 4, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among the Company, Resideo Holding Inc., Resideo Intermediate Holding Inc., Resideo Funding Inc., the other companies party thereto, the financial institutions party thereto as lenders and issuing banks and JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent"). |
The foregoing descriptions of the Supplemental Indentures and the Borrower Assumption do not purport to be complete and are qualified in their entirety by reference to the complete text of the Supplemental Indentures and the Borrower Assumption, copies of which are filed as Exhibits 4.1, 4.2 and 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01 Other Events
On June 22, 2026, the Company and Honeywell International Inc., a corporation organized under the laws of the State of Delaware ("Honeywell") entered into that certain Termination and Release Agreement, dated as of June 22, 2026 (the "Termination Agreement"), pursuant to which the parties agreed to terminate that certain Tax Matters Agreement, dated as of October 19, 2018 by and between the Company and Honeywell (the "TMA") which was entered into as part of the spin-off of the Company from Honeywell. Pursuant to the Termination Agreement, the Company is required to pay Honeywell a one-time cash payment of $11,600,000. The Termination Agreement also contains a mutual release of claims related to, arising out or otherwise in connection with the TMA and other tax-related liabilities related to, arising out, or otherwise in connection with, that certain Separation and Distribution Agreement, dated as of October 19, 2018, by and between the Company and Honeywell and the ancillary agreements entered into in connection therewith.
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