Form 8-K - Current report

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 2, 2024

 

 

CARRIER GLOBAL CORPORATION

 

(Exact name of registrant as specified in its charter)

 

Delaware	001-39220	83-4051582
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

13995 Pasteur Boulevard

Palm Beach Gardens, Florida 33418

(Address of principal executive offices, including zip code)

 

[phone]

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock ($0.01 par value)		CARR		New York Stock Exchange
4.125% Notes due 2028		CARR28		New York Stock Exchange
4.500% Notes due 2032		CARR32		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 7.01.

Regulation FD Disclosure.

 

On December 2, 2024, Carrier Global Corporation issued a press release announcing the completion of the previously announced sale of its Commercial and Residential Fire business to an affiliate of Lone Star Funds. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act or in the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)	Exhibits
99.1	Press release, dated December 2, 2024, issued by Carrier Global Corporation
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: December 2, 2024

 

	CARRIER GLOBAL CORPORATION
	By:	/s/ Patrick Goris
		Name: Patrick Goris Title: Senior Vice President and Chief Financial Officer

 

 

 

 

 

 

 

EXHIBIT 99.1

 

 

 

For Immediate Release

 

 

Carrier Completes Strategic Portfolio Transformation with Closing of

$3B Sale of its Commercial and Residential Fire Business

 

 

PALM BEACH GARDENS, Fla., December 2, 2024 – Carrier Global Corporation (NYSE: CARR), global leader in intelligent climate and energy solutions, today announced it has completed the sale of its Commercial and Residential Fire business to an affiliate of Lone Star Funds for an enterprise value of $3 billion.

 

"The sale of our Commercial and Residential Fire business is the final step in our strategic portfolio transformation, further simplifying and focusing our company, and strengthening our global leadership position in intelligent climate and energy solutions,” said Carrier Chairman & CEO David Gitlin. “As we enter 2025, we are laser-focused on our customers, growth, innovation and execution. We are deeply committed to delivering unparalleled value for our customers, shareowners and employees as a higher-growth, pure-play company dedicated to improving lives and creating a more sustainable world for generations to come.”

 

Today’s closing marks the culmination of Carrier’s strategic portfolio transformation, which also included the acquisition of Viessmann Climate Solutions and the divestitures of its Industrial Fire, Access Solutions and Commercial Refrigeration businesses.

 

 

Carrier intends to use the estimated $2.2 billion net proceeds from the sale of the Commercial and Residential Fire business to fund share repurchases, with at least $1 billion under an accelerated share repurchase program.

 

Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are serving as financial advisor to Carrier. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Linklaters LLP are providing external legal counsel.

 

 

###

About Carrier
Carrier Global Corporation, global leader in intelligent climate and energy solutions, is committed to creating solutions that matter for people and our planet for generations to come. From the beginning, we've led in inventing new technologies and entirely new industries. Today, we continue to lead because we have a world-class, diverse workforce that puts the customer at the center of everything we do. For more information, visit www.corporate.carrier.com or follow Carrier on social media at @Carrier.

 

 

Cautionary Statement

This communication contains statements which, to the extent they are not statements of historical or present fact, constitute "forward-looking statements" under the securities laws. These forward-looking statements are intended to provide management's current expectations or plans for Carrier's future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as "believe," "expect," "expectations," "plans," "strategy," "prospects," "estimate," "project," "target," "anticipate," "will," "should," "see," "guidance," "outlook," "confident," "scenario" and other words of similar meaning in connection with a discussion of future operating or financial performance. Forward-looking statements may include, among other things, statements relating to the sale of our industrial fire business, expected uses of the net proceeds therefrom, strategies or transactions of Carrier, Carrier's plans with respect to its indebtedness and other statements that are not historical facts. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see Carrier's reports on Forms 10-K, 10-Q and 8-K filed with or furnished to the U.S. Securities and Exchange Commission from time to time. Any forward-looking statement speaks only as of the date on which it is made, and

 

Carrier assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

 

CARR-IR

 

Contact:

 

Investor Relations Michael Rednor 561-365-2020 [e-mail]   Media Inquiries Rob Six 561-281-2362 [e-mail]

 

 

 

 

 

 

Cover	Dec. 02, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 02, 2024
Entity File Number	001-39220
Entity Registrant Name	CARRIER GLOBAL CORPORATION
Entity Central Index Key	0001783180
Entity Tax Identification Number	83-4051582
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	13995 Pasteur Boulevard
Entity Address, City or Town	Palm Beach Gardens
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33418
City Area Code	561
Local Phone Number	365-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock ($0.01 par value)
Title of 12(b) Security	Common Stock ($0.01 par value)
Trading Symbol	CARR
Security Exchange Name	NYSE
4.125% Notes due 2028
Title of 12(b) Security	4.125% Notes due 2028
Trading Symbol	CARR28
Security Exchange Name	NYSE
4.500% Notes due 2032
Title of 12(b) Security	4.500% Notes due 2032
Trading Symbol	CARR32
Security Exchange Name	NYSE

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