Subsequent Events |
6 Months Ended |
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Jul. 04, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events On August 3, 2026, Resideo completed the previously announced Spin-Off of ADI in a transaction intended to be tax free for U.S. federal income tax purposes, which was accomplished by the distribution of 100% of the outstanding common stock of ADI to holders of Resideo common stock at the close of business on the Record Date. Refer to Note 1. Description of the Business and Basis of Presentation, of the Notes to the Unaudited Condensed Combined Financial Statements for additional information. ADI is now a standalone publicly traded company trading under the symbol “ADIG” on the NYSE. In connection with the completion of the Spin-Off, on August 3, 2026, ADI Escrow Issuer LLC, a direct wholly-owned subsidiary of ADI (the “Escrow Issuer”) merged with and into ADI Global Distribution Funding LLC (“ADI Funding”), a direct wholly-owned subsidiary of ADI, and ADI Funding assumed obligations of Escrow Issuer under the Indenture governing the Senior Notes due 2034 (the “Indenture”) and the Senior Notes due 2034. In addition, ADI and certain of ADI's other subsidiaries (collectively, the “Guarantors”) guaranteed ADI Funding's obligations under the Indenture and the Senior Notes due 2034. As a result of the satisfaction of the escrow release conditions, the escrowed proceeds related to the $400 million of Senior Notes due 2034 were released in accordance with the terms of the financing arrangements. In addition, on August 3, 2026, the Guarantors, other than ADI, entered into supplements to the guarantee agreement and collateral agreement related to the Credit Agreement pursuant to which such Guarantors provided guarantees of our obligations under the Credit Agreement and the related documents and pledges of their respective assets, subject to certain exceptions, to secure their respective obligations in each case in a manner consistent with the requirements of the Credit Agreement. The Company borrowed $600 million under the Term Facility portion of the Credit Agreement and borrowings became available under the five-year $500 million Revolving Facility. No amounts have been drawn under the Revolving Facility. Refer to Note 8. Long-Term Debt, of the Notes to the Unaudited Condensed Combined Financial Statements for additional information regarding the issuance of debt in connection with the Spin-Off. The Company used a portion of the net proceeds received from the Senior Notes due 2034 and the Term Facility to make a one-time distribution payment of $900 million to Resideo in the form of a dividend. Following payment of the dividend and completion of the other cash transfers required under the separation and distribution agreement, the Company retained approximately $150 million of cash and cash equivalents as of the date of the Spin-Off. In connection with the Spin-Off, on August 3, 2026, holders of Resideo preferred stock exchanged a portion of their Resideo preferred stock for shares of Series A Cumulative Convertible Participating Preferred Stock of ADI (“ADI Preferred Stock”). Following the exchange, 150,000 shares of Resideo preferred stock were cancelled, and ADI had 150,000 shares of ADI Preferred Stock. The ADI Preferred Stock is convertible perpetual participating preferred stock with an initial conversion price of $16.152 per share and accrues cumulative dividends at a rate of 7.00% on the then current accumulated amount (initially, a liquidation preference of $1,000 per share of ADI Preferred Stock per annum, payable in cash or in kind through an increase to the accumulated amount of the ADI Preferred Stock). The ADI Preferred Stock votes together with the Company’s common stock on an as-converted basis and may be converted into common stock at the option of the holders at any time. From the consummation of the Spin-Off until August 3, 2028 (the “Lock-Up Period”), subject to certain exceptions, the holders of the ADI Preferred Stock are restricted from transferring to a non-affiliate the ADI Preferred Stock, any shares of common stock received upon conversion thereof or any shares of common stock owned by them as of immediately following the consummation of the Spin-Off. Following expiration or deemed expiration of the Lock-Up Period, the Company may convert all outstanding shares of ADI Preferred Stock if the trading price of its common stock exceeds 200% of the then-effective conversion price for at least 20 of 30 consecutive trading days. Following the expiration or deemed expiration of the Lock-Up Period, the Company may also redeem all outstanding shares of ADI Preferred Stock for an aggregate redemption price generally equal to two times the accumulated amount, plus accrued and unpaid dividends. Upon a change in control, the Company may purchase all outstanding shares of ADI Preferred Stock at a price generally equal to 150% of the accumulated amount, plus accrued and unpaid dividends. At the time of the Spin-Off, we entered into a separation and distribution agreement and certain ancillary agreements with Resideo that provide a framework for the relationship between the parties going forward, including, among others, a transition services agreement, a tax matters agreement, an employee matters agreement and an intellectual property matters agreement, which govern the relationship of the parties following the Spin-Off. A summary of the material terms of these agreements can be found in the section entitled “Certain Relationships and Related Person Transactions—Agreements with Resideo” in the Information Statement. On August 7, 2026, the following compensation plans of ADI became effective: the 2026 Stock Incentive Plan, the Deferred Compensation Plan for Non-Employee Directors, the Employee Stock Purchase Plan, and the UK Sharebuilder Plan. The Severance Plan for Designated Officers became effective on August 3, 2026. Outstanding Resideo equity awards held by ADI employees were converted into or replaced with ADI equity awards designed to preserve the economic value of the awards immediately before and after the distribution date. Other than the replacement of Resideo awards with ADI awards, the terms of the awards, including vesting and expiration provisions, generally remained unchanged.
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