Resideo has finished splitting itself in two, and anyone on the register on 20 July received one ADI share for every two Resideo shares held
Every holder on the register on 20 July owns a second company today.
Resideo Technologies told the Securities and Exchange Commission at 06.19 Eastern on Tuesday that the separation of its ADI Global Distribution business closed on 3 August. ADI Global Distribution Inc. is now an independent public company and trades on the New York Stock Exchange under the symbol ADIG. Holders of Resideo common stock of record at the close of business on 20 July received one ADI share for every two Resideo shares.
Fractional shares were not issued. They were aggregated, and the distribution agent will sell them into the market and pay the proceeds out ratably.
The part of the transaction that was not a distribution
ADI did not leave for nothing. On 3 August it issued Resideo 150,000 shares of its own Series A Cumulative Convertible Participating Preferred Stock as partial consideration for the assets and liabilities transferred to it. Resideo then handed those shares straight on. Under an Exchange Agreement signed on 31 July with CD&R Channel Holdings, L.P. and William Galvin, one of ADI's directors, Resideo swapped the ADI preferred for an equal number of its own preferred shares held by them, and retired what it took back.
The effect is that the CD&R holders now hold preferred stock in the company that left rather than in the one that stayed. Immediately after the separation, by the filing's own count, 350,000 shares of Resideo preferred and 150,000 shares of ADI preferred were outstanding.
The certificate governing what remains was amended and restated the same day. The initial conversion price is now $18.844, the authorised preferred is reduced to 350,000 shares, and Resideo may not exercise its optional conversion or its optional redemption right during the lock-up period unless a change of control is involved. A separate amendment extends that lock-up to 3 August 2028 and widens it to cover the common stock the CD&R entities hold after the split.
A new chief executive at the same moment
The filing also records four board and management changes, all of them effective at the consummation of the distribution and all disclosed in earlier filings on 11 May and 4 June. Jay Geldmacher retired as president and chief executive and left the board, moving to an executive advisor role. Thomas Surran became president and chief executive and joined the board. Nathan Sleeper and Cynthia Hostetler resigned. Andrew Campelli joined.
Five agreements dated 31 July govern what the two companies owe each other from here: separation and distribution, employee matters, tax matters, transition services, and intellectual property. All five are exhibits to this filing.
