{"url_path":"/sec/rezi/8-k/2026-07-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ** **Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1740332/0001213900-26-074244-index.html","accession_number":"0001213900-26-074244","cik":"0001740332","ticker":"REZI","issuer_name":"RESIDEO TECHNOLOGIES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1740332/0001213900-26-074244-index.html","primary_entity_key":"0001740332","primary_entity_name":"RESIDEO TECHNOLOGIES, INC."},"word_count":2187,"has_tables":true,"body_markdown":"**Item 1.01** **Entry into a Material Definitive Agreement.**\n\n** **\n\n**Senior\nNotes Offering**\n\n \n\nOn\nJune 30, 2026, ADI Escrow Issuer LLC (the “Escrow Issuer”), a direct, wholly-owned subsidiary of ADI Global Distribution\nInc. (“ADIG”) and an indirect, wholly-owned subsidiary of Resideo Technologies, Inc. (the “Company”), successfully\ncompleted the previously announced offering of $400 million aggregate principal amount of the Escrow Issuer’s 7.125% Senior Notes\ndue 2034 (the “Notes”). The Notes were offered to persons reasonably believed to be qualified institutional buyers in reliance\non Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions\noutside of the United States in reliance on Regulation S under the Securities Act. The Notes will not be registered under the Securities\nAct and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.\n\n \n\nThe\nNotes were issued pursuant to an Indenture, dated June 30, 2026 (the “Indenture”), between the Escrow Issuer and U.S. Bank\nTrust Company, National Association, as trustee (the “Trustee”).\n\n \n\nThe\nnet proceeds from the sale of the Notes will be used as part of the financing for the proposed spin-off (the “Spin-Off”)\nof ADIG from the Company. Pending the consummation of the Spin-Off, the proceeds from the offering were deposited into a segregated escrow\naccount until satisfaction of the conditions precedent to the Spin-Off and certain other escrow release conditions. If such conditions\nare not met by December 31, 2026, the Notes will be redeemed at 100% of the issue price, plus accrued interest.\n\n \n\nIn\nconnection with the closing of the Spin-Off and satisfaction of the Escrow Release Condition (as defined in the Indenture), the Escrow\nIssuer will merge with and into ADI Global Distribution Funding LLC (“ADI Funding”), a direct wholly-owned subsidiary of\nADIG which will be the surviving entity and will assume the obligations of Escrow Issuer under the Indenture and the Notes (the “Assumption”).\n\n* *\n\n*Notes\nGuarantees*\n\n \n\nThe\nNotes are senior secured obligations of the Escrow Issuer and, following the escrow release and the Assumption, the Notes will be senior\nunsecured obligations of ADI Funding, guaranteed on an senior unsecured basis by ADIG and each of ADIG’s existing and future domestic\nsubsidiaries that guarantees ADIG’s senior credit facilities.\n\n* *\n\n*Maturity\nand Interest Payments*\n\n \n\nThe\nNotes mature on July 15, 2034. Interest on the Notes accrues at 7.125% per annum and will be paid semi-annually, in arrears, on January\n15 and July 15 of each year, commencing January 15, 2027.\n\n* *\n\n*Optional\nRedemption*\n\n \n\nPrior\nto July 15, 2029, the Notes may be redeemed, in whole or in part, at a price equal to 100% of the principal amount thereof, plus accrued\nand unpaid interest, if any, plus the applicable “make-whole” premium set forth in the Indenture. At any time on or after\nJuly 15, 2029, the Notes may be redeemed, in whole or in part, at the redemption prices set forth in the Indenture. Up to 40% of the\naggregate principal amount of the Notes may be redeemed prior to July 15, 2029 in an amount equal to the net proceeds from certain equity\nofferings at the redemption price equal to 107.125% of the principal amount thereof plus accrued and unpaid interest, if any.\n\n* *\n\n**\n\n1\n\n \n\n* *\n\n*Certain\nCovenants and Events of Default*\n\n \n\nFollowing\nescrow release, the Indenture will limit ADIG’s ability and the ability of its restricted subsidiaries to incur or guarantee additional\nindebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments; make investments;\nconsummate certain asset sales; engage in certain transactions with affiliates; grant or assume certain liens; and consolidate, merge\nor transfer all or substantially all of ADIG’s assets. Additionally, after the escrow release date and upon certain events constituting\na change of control, the holders of the Notes have the right to have their Notes repurchased at a purchase price equal to 101% of their\nprincipal amount, plus accrued and unpaid interest, to (but not including) the date of purchase.  \n\n \n\nThe\nIndenture also provides for customary events of default, which, if any of them occurs, may cause the principal of and accrued interest\non the Notes to become, or to be declared, due and payable. Events of default (subject in certain cases to customary grace and cure periods),\ninclude, among others, nonpayment of principal or interest, breach of other covenants or agreements in the Indenture, failure to pay\ncertain other indebtedness, failure to pay certain final judgments, failure of certain guarantees to be enforceable, and certain events\nof bankruptcy or insolvency.\n\n** **\n\n**Credit\nAgreement**\n\n \n\nOn\nJuly 1, 2026, ADI Funding, as borrower, and ADIG, as holdings, entered into a Credit Agreement (the “Credit Agreement”) with\nthe lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.\n\n* *\n\n*Credit\nFacilities and Maturities*\n\n \n\nThe\nCredit Agreement provides for (i) term loans in an aggregate principal amount of $600 million (the “Term Facility”) and (ii)\nrevolving credit commitments in an aggregate principal amount of $500 million (the “Revolving Facility” and, together with\nthe Term Facility, the “Credit Facilities”). Borrowings are permitted under the Credit Facilities upon completion of the\nSpin-Off, subject to certain other conditions customary for facilities of this type. The Term Facility will mature, and the term loans\nthereunder will be required to be repaid, seven years after the Spin-Off, subject to certain extension rights in the discretion of each\nlender. The Revolving Facility will mature, and all borrowings thereunder will be required to be repaid, five years after the Spin-Off,\nwith certain extension rights in the discretion of each lender. Borrowings under the Term Facility may not be reborrowed once repaid.\n\n* *\n\n*Guarantees\nand Security*\n\n \n\nThe\nobligations under the Credit Facilities are senior secured obligations and are guaranteed on a senior secured basis by ADIG and, following\nthe completion of the Spin-Off, certain of ADIG’s and ADI Funding’s existing and future direct and indirect wholly owned\nmaterial subsidiaries organized under the laws of the U.S., any state thereof or the District of Columbia, subject to certain customary\nexceptions set forth in the Credit Agreement (ADI Funding and the guarantors, collectively, the “Loan Parties”). All obligations\nof the Loan Parties under the Credit Facilities will be secured by, subject to certain exceptions (including a limitation of pledges\nof voting equity interests in certain foreign subsidiaries to no more than 65% of such voting equity interests, and certain thresholds\nand exclusions with respect to real property) a first priority lien on substantially all assets of the Loan Parties. The foregoing guarantees\nand collateral will also benefit and secure, on a *pari passu* basis, obligations of the Loan Parties and their restricted subsidiaries\nunder certain swap contracts, cash management arrangements, supply chain financing arrangements and additional letter of credit facilities\nwith lenders under the Credit Facilities or their affiliates.\n\n* *\n\n*Interest\nand Fees*\n\n \n\nBorrowings\nunder the Term Facility will be denominated in U.S. dollars and will be subject to an interest rate based on, at the option of ADI Funding,\neither (a) a base rate determined by reference to the highest of (1) the rate of interest last quoted by The Wall Street Journal as the\n“prime rate” in the U.S., (2) the greater of the federal funds effective rate and the overnight bank funding rate, plus 0.5%\nand (3) the one month term SOFR rate, plus 1% per annum (“ABR”), plus an applicable margin of 1.75% per annum or (b) a term\nSOFR rate (“SOFR”) (which shall not be less than zero) plus an applicable margin of 2.75% per annum. Borrowings under the\nRevolving Facility in U.S. dollars will be subject to an interest rate based on, at the option of ADI Funding, either (a) the ABR, plus\nan applicable margin that is expected to vary from 0.5% to 1.0% per annum based on ADIG’s consolidated total net leverage ratio\nor (b) SOFR (which shall not be less than zero) plus an applicable margin that is expected to vary from 1.5% to 2.0% per annum based\non ADIG’s consolidated total net leverage ratio. Additionally, borrowings under the Revolving Facility will be available in certain\nadditional permitted foreign currencies, including Euros, Pounds Sterling and Canadian Dollars. Borrowings under the Revolving Facility\ndenominated in such permitted foreign currencies will bear interest based on the applicable reference rate for each such currency customary\nfor financings of this type. Interest payments with respect to the Credit Facilities will be required either on a quarterly basis, at\nthe end of each interest period or, if the duration of the applicable interest period exceeds three months, then every three months,\nor in the case of borrowings under the Revolving Facility denominated in Pounds Sterling, every month. In addition to paying interest\non outstanding borrowings under the Revolving Facility, ADI Funding will be required to pay a quarterly commitment fee based on the unused\nportion of the Revolving Facility, which will vary from 0.25% to 0.35% per annum based on ADIG’s consolidated total net leverage\nratio. ADI Funding will be obligated to make quarterly principal payments throughout the term of the Term Facility according to the amortization\nprovisions set forth therein, as such payments may be reduced from time to time in accordance with the terms thereof as a result of the\napplication of loan prepayments made, if any, prior to the scheduled date of payment thereof.\n\n* *\n\n**\n\n2\n\n \n\n* *\n\n*Certain\nCovenants and Events of Default*\n\n \n\nThe\nCredit Agreement contains customary affirmative and negative covenants that, among other things, limit ADIG’s, ADI Funding’s\nand their restricted subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental\nchanges, enter into restrictive agreements, to make certain investments, loans, advances, guarantees and acquisitions, to prepay certain\nindebtedness and to pay dividends, to make other distributions or redemptions/repurchases, in respect of ADIG’s, ADI Funding’s\nand their respective subsidiaries’ equity interests, to engage in transactions with affiliates or amend certain material documents.\nIn addition, the Revolving Facility contains financial covenants requiring the maintenance of a consolidated total net leverage ratio\nof, initially, not greater than 4.75 to 1.00, with step-downs to 4.50:1.00, 4.25:1.00, 4.00:1.00\nand 3.50:1.00 at the third, fifth, seventh and ninth fiscal quarters ending after the Spin-Off (subject, from and after the ninth\nfiscal quarter ending after the Spin-Off, to step-ups, at the option of ADI Funding, to 4.00:1.00 for\nthe four consecutive fiscal quarters ending after the consummation of an acquisition that involves aggregate consideration of at least\n$250 million, subject to certain conditions and limitations), and a consolidated interest coverage ratio of not less than\n2.50 to 1.00 beginning with the first fiscal quarter ending after the Spin-Off. The Credit Facilities also contain customary events of\ndefault including with respect to a failure to make payments under the Credit Facilities, cross-default, certain bankruptcy and insolvency\nevents and customary change of control events.\n\n* *\n\n*Voluntary\nand Mandatory Prepayments*\n\n \n\nADI\nFunding is permitted to voluntarily prepay borrowings under the Credit Facilities without premium or penalty, subject to a 1.00% prepayment\npremium in connection with any repricing transaction with respect to the Term Facility in the first six months after the Spin-Off and\ncustomary “breakage” costs with respect to certain loans. ADI Funding will be permitted to reduce the commitments under the\nRevolving Facility, in whole or in part, in each case, subject to certain minimum amounts and increments. The Credit Agreement also contains\ncertain mandatory prepayment provisions in the event that we incur certain types of indebtedness, receive net cash proceeds from certain\nnon-ordinary course asset sales or other dispositions of property, or receive net cash proceeds from certain casualty events with respect\nto property, in each case subject to thresholds, exceptions and terms and conditions customary for financings of this kind. ADI Funding\nwill be required to make prepayments on the Term Facility, starting with the fiscal year ending on December 31, 2027, equal to 50% of\nexcess cash flow on an annual basis (with step-downs to 25% and 0% subject to satisfaction of certain consolidated total net leverage\nratios), subject to thresholds, exceptions and terms and conditions customary for financings of this kind.\n\n* *\n\n*Use\nof Proceeds*\n\n \n\nThe\nnet proceeds of the borrowings under the Term Facility, together with a portion of the proceeds of the issuance of the Notes, will be\nused to pay a one-time cash dividend to the Company in the amount of approximately $900 million as partial consideration for contribution\nof the ADI Global Distribution business by the Company to ADIG in connection with the Spin-Off, to pay costs and expenses incurred in\nconnection with the transactions and for general corporate purposes. It is expected that the Revolving Facility will be undrawn in connection\nwith the completion of the Spin-Off. The proceeds of any future borrowings under the Revolving Facility are expected to be used for general\ncorporate purposes.\n\n \n\nThe\nforegoing descriptions of the Indenture and the Credit Agreement do not purport to be complete and are qualified in their entirety by\nreference to the full text of the Indenture and the Credit Agreement, copies of which are attached as Exhibits 4.1 and 10.1 to this Current\nReport on Form 8-K and incorporated herein by reference."}