UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.01. Completion of Acquisition or Disposition of Assets
On July 5, 2022, Allegion US Holding Company Inc., a subsidiary of Allegion plc (such subsidiary, the “Company”) consummated the previously announced transactions contemplated by the Transaction Agreement (the “Transaction Agreement), dated April 22, 2022, with Stanley Black & Decker, Inc., a Connecticut corporation (“Stanley Parent”), Stanley Black & Decker Canada Corporation, an unlimited liability company incorporated under the laws of the province of Nova Scotia, various other selling entities and Stanley Access Technologies LLC, a Delaware limited liability company (“Stanley”), pursuant to which the Company acquired the automatic door business, operations and assets owned by Stanley Parent and its affiliates (the “Transaction”), including Stanley (the “Business”).
In connection with the Transaction, Stanley Parent and its affiliates sold, assigned, transferred, conveyed and delivered to the Company all right, title and interest in and to the assets, properties and rights primarily used or primarily held for use in connection with the Business. The Company funded the aggregate purchase price through the issuance of proceeds from its $600,000,000 aggregate principal amount of its 5.411% Senior Notes due 2032 together with cash on hand and additional borrowings under its revolving credit facility.
The foregoing description of the Transaction Agreement does not purport to be complete and is qualified in its entirety by reference to the Transaction Agreement filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 22, 2022, which is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On July 5, 2022, the Company issued a press release announcing the completion of the Transaction, a copy of which is attached as Exhibit 99.1 and is incorporated by reference herein.
The information contained in Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any registration statement or other documents pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or into any filing or other document pursuant to the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |||
| 99.1 | Press Release, dated as of July 5, 2022. | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ALLEGION PLC | ||||
| (Registrant) | ||||
| Date: July 5, 2022 | /s/ Michael J. Wagnes | |||
| Michael J. Wagnes Senior Vice President and Chief Financial Officer |