FORTUNE BRANDS HOME & SECURITY, INC. : Entry Into A Material Definitive Agreement, Regulation FD Disclosure, Financial Statements And Exhibits (form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
FORTUNE BRANDS HOME & SECURITY, INC. : Entry Into A Material Definitive Agreement, Regulation FD Disclosure, Financial Statements And Exhibits (form 8-K)
Stock Purchase Agreement
FORTUNE BRANDS HOME & SECURITY, INC. : Entry Into A Material Definitive Agreement, Regulation FD Disclosure, Financial Statements And Exhibits (form 8-K)
On December 1, 2022, Fortune Brands Home & Security, Inc. (the “Company”, “we”
or “our”) entered into a Stock Purchase Agreement (the “Purchase Agreement” and,
the transactions contemplated thereby, the “Transaction”), by and among ASSA
ABLOY Inc. (“Assa”), ASSA ABLOY AB, the parent of Assa, solely for purposes of
Section 13.20 thereunder (“Assa Parent”), and the Company. The Transaction
contemplates the acquisition by the Company of the “Emtek” and “Schaub” premium
and luxury door and cabinet hardware business and the United States and Canada
“Yale” and “August” residential smart home locks business (collectively, the
“Business”) from Assa and its affiliates, for $800 million in cash on a
cash-free, debt-free basis, subject to customary adjustments. The Company
intends to fund the purchase price with cash on hand and/or available credit
facilities.
FORTUNE BRANDS HOME & SECURITY, INC. : Entry Into A Material Definitive Agreement, Regulation FD Disclosure, Financial Statements And Exhibits (form 8-K)
The Transaction is conditioned on the successful closing of the acquisition by
Assa Parent from Spectrum Brands, Inc. of its hardware and home improvement
business. The consummation of the Transaction is expected to occur during the
second quarter of 2023. The Purchase Agreement also contains customary
representations, warranties and covenants.
FORTUNE BRANDS HOME & SECURITY, INC. : Entry Into A Material Definitive Agreement, Regulation FD Disclosure, Financial Statements And Exhibits (form 8-K)
The foregoing description of the Purchase Agreement and the Transaction does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Purchase Agreement, which is filed as Exhibit 2.1 hereto and
incorporated herein by reference. The representations, warranties and covenants
in the Purchase Agreement were made solely for the benefit of the parties to the
Purchase Agreement for the purpose of allocating contractual risk among those
parties, and do not establish these matters as facts. Investors should not rely
on the representations, warranties and covenants as characterizations of the
actual state of facts or condition of the Company or its respective subsidiaries
or affiliates.
FORTUNE BRANDS HOME & SECURITY, INC. : Entry Into A Material Definitive Agreement, Regulation FD Disclosure, Financial Statements And Exhibits (form 8-K)
Item 7.01. Regulation FD Disclosure.
On December 1, 2022, the Company issued a press release (the “Press…
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