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Johnson Controls logoJohnson Controls JCI

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.

8-KEntry into a Material Definitive AgreementFiled Period of report Summary published (UTC)

Key points

AI summary
  1. 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.

  2. 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.

  3. 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.

  4. 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-written

Analysis 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.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.