July 31, 2025
On July 30, Willkie represented Resideo, a leading global manufacturer, developer, and distributor of technology-driven sensing and controls products and solutions for residential and commercial end-markets, in two announced transactions: 1. its definitive agreement with Honeywell to accelerate and eliminate all future monetary obligations under the Indemnification Agreement the companies entered into in 2018 with a one-time cash payment by Resideo of $1.59 billion to Honeywell in Q3 2025, and 2. its intention to separate its ADI Global Distribution business through a tax-free spin-off to Resideo shareholders, creating two independent public companies.
Under the terms of Resideo’s agreement with Honeywell, 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. Resideo's other agreements with Honeywell, including its long-term license to use the Honeywell Home brand, will remain in effect.
Resideo intends to separate its ADI Global Distribution business through a tax-free spin-off to Resideo shareholders. Following the completion of the separation, Resideo's Products & Solutions business will continue to operate as Resideo, and ADI will become an independent public company. Resideo is a leading building products manufacturer focused on residential controls and sensing solutions, with market-leading brands including Honeywell Home, First Alert, Braukmann and BRK. ADI is a leading global wholesale distributor of low-voltage products, including security and audio-visual solutions, and has a portfolio of over 500,000 professionally installed products serving commercial and residential markets.
The Willkie team was led by partners Russell Leaf, Jared Fertman, Sean Ewen and Tej Prakash, and included partners Viktor Okasmaa, Charlotta Chung, Christopher Peters, Spencer Simon and Isabel Duman; and associates Brenton Clarke, Chase Tweel and Onik Deb.
Under the terms of Resideo’s agreement with Honeywell, 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. Resideo's other agreements with Honeywell, including its long-term license to use the Honeywell Home brand, will remain in effect.
Resideo intends to separate its ADI Global Distribution business through a tax-free spin-off to Resideo shareholders. Following the completion of the separation, Resideo's Products & Solutions business will continue to operate as Resideo, and ADI will become an independent public company. Resideo is a leading building products manufacturer focused on residential controls and sensing solutions, with market-leading brands including Honeywell Home, First Alert, Braukmann and BRK. ADI is a leading global wholesale distributor of low-voltage products, including security and audio-visual solutions, and has a portfolio of over 500,000 professionally installed products serving commercial and residential markets.
The Willkie team was led by partners Russell Leaf, Jared Fertman, Sean Ewen and Tej Prakash, and included partners Viktor Okasmaa, Charlotta Chung, Christopher Peters, Spencer Simon and Isabel Duman; and associates Brenton Clarke, Chase Tweel and Onik Deb.
