Resideo signs agreement with Honeywell

Resideo Technologies (REZI) announced that it has entered into a definitive agreement with Honeywell International (HON) to accelerate and eliminate all future monetary obligations under the Indemnification and Reimbursement Agreement the companies entered into in 2018 in connection with Resideo’s spin-off from Honeywell. Resideo’s other agreements with Honeywell, including its long-term license to use the Honeywell Home brand, will remain in effect. Under the terms of the Agreement, Resideo will accelerate all of its potential indemnification and reimbursement obligations and make a one-time cash payment of $1.59 billion to Honeywell in the third quarter of 2025. In addition, Resideo made its regularly scheduled third quarter payment under the Indemnification Agreement of $35 million on July 29, 2025. Upon the closing of the transactions contemplated by the Agreement, the Indemnification Agreement will terminate, resulting in the elimination of Resideo’s obligation to make annual payments to Honeywell of up to $140 million through year-end 2043 and the elimination of all of the affirmative and negative covenants contained in the Indemnification Agreement. The termination of the Indemnification Agreement is expected to be immediately accretive to Resideo’s adjusted earnings per share and free cash flow. Resideo intends to finance the payment to Honeywell through a combination of approximately $400 million of cash-on-hand and new senior secured debt financing that has been committed by J.P. Morgan and Wells Fargo.