AI English summary of an SEC filing — figures as filed
Johnson Controls said on July 23, 2024 that it entered into a Stock and Asset Purchase Agreement with Robert Bosch GmbH to sell its Residential and Light Commercial HVAC business, including its North America Ducted business and JCH.
Key points
AI summaryJohnson Controls said on July 23, 2024 that it entered into a Stock and Asset Purchase Agreement with Robert Bosch GmbH to sell its Residential and Light Commercial HVAC business, including its North America Ducted business and JCH.
Bosch GmbH will pay the company and Hitachi total cash consideration of about $8.1 billion, and the company's share is about $6.7 billion in cash, the company said. Both amounts are subject to adjustment.
The company said the closing will occur on the later of May 23, 2025 and the last business day of the month in which the closing conditions are satisfied or waived. Closing requires expiration or termination of the Hart-Scott-Rodino waiting period and foreign regulatory approvals. It is not subject to a financing condition or stockholder approval.
The company said either party may terminate the agreement if the transaction is not completed by January 23, 2026. If it is terminated due to reasons including regulatory approval issues, Bosch GmbH will pay the company a termination fee of $300,000,000. A portion of the fee will go to Hitachi.
Summary
AI-writtenAnalysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.
Stock and Asset Purchase Agreement for Residential and Light Commercial HVAC Sale
Johnson Controls said on July 23, 2024 that it entered into a Stock and Asset Purchase Agreement with Robert Bosch GmbH to sell its Residential and Light Commercial HVAC business, including its North America Ducted business and JCH.
Source · Based on the filing body and exhibits
Total Consideration About $8.1 billion, Company Share About $6.7 billion
Bosch GmbH will pay the company and Hitachi total cash consideration of about $8.1 billion, and the company's share is about $6.7 billion in cash, the company said. Both amounts are subject to adjustment.
Source · Based on the filing body and exhibits
Closing Timing and Conditions
The company said the closing will occur on the later of May 23, 2025 and the last business day of the month in which the closing conditions are satisfied or waived. Closing requires expiration or termination of the Hart-Scott-Rodino waiting period and foreign regulatory approvals. It is not subject to a financing condition or stockholder approval.
Source · Based on the filing body and exhibits
Termination Rights and $300,000,000 Termination Fee
The company said either party may terminate the agreement if the transaction is not completed by January 23, 2026. If it is terminated due to reasons including regulatory approval issues, Bosch GmbH will pay the company a termination fee of $300,000,000. A portion of the fee will go to Hitachi.
Source · Based on the filing body and exhibits
AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.
Original filing
The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.
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