Equity Issuance · Company Update

8-K 1 d776725d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) August 1, 2019 WATSCO, INC. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 1-5581 59-0778222 (Commission File Number) (IRS Employer Identification No.) 2665 South Bayshore Drive, Suite 901 Miami, Florida 33133 (Address of Principal Executive Offices, Including Zip Code) (305) 714-4100 (Registrant’s Telephone Number, Including Area Code) N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name on each exchange on which registered Common stock, $0.50 par value WSO New York Stock Exchange Class B common stock, $0.50 par value WSOB New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 3.02. Unregistered Sales of Equity Securities. Item 8.01. Other Events. On August 1, 2019 (the “ Closing Date ”), Carrier Enterprise, LLC (“ CE ”), a joint venture between Watsco, Inc., a Florida corporation (the “ Company ”), and Carrier Corporation, acquired the HVAC distribution business (the “ Business ”) of Peirce-Phelps, Inc., a Delaware corporation (the “ Seller ”), pursuant to the acquisition of substantially all of the assets and the assumption of certain of the liabilities of the Business under a previously announced purchase agreement dated as of July 17, 2019 (the “ Purchase Agreement ”). Pursuant to the Purchase Agreement, the purchase price for the Business was $85.0 million, minus certain average revolving indebtedness, determined as of the Closing Date. Approximately $10.0 million of the net purchase price payable to the Seller was paid in cash, and the balance was paid by delivery of an aggregate of 372,543 shares (the “ Issued Shares ”) of the Company’s Common stock, par value $0.50 per share (“ Common Stock ”). The number of Issued Shares was determined on the Closing Date based upon the final calculation of the average revolving indebtedness for the twelve-month period immediately preceding one business day prior to the Closing Date and the volume weighted average trading price of the Common Stock for the ten consecutive trading days immediately preceding the Closing Date. Of the Issued Shares, 24,960 shares are subject to a contractual restriction that generally prohibits the sale or other transfer of such shares by the Seller for a period of two-years immediately following the Closing Date. The Issued Shares have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), and the Company offered the Issued Shares in reliance upon the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Seller represented to the Company that it is an “accredited investor” as defined in Rule 501(a) under the Securities Act and that it was acquiring the Issued Shares for investment and not with a view to distribution thereof in violation of the Securities Act. In accordance with the Company’s obligations under a registration rights agreement entered into by and between the Company and the Seller on August 1, 2019, the Company has agreed to register the resale of the Issued Shares under the Company’s currently effective Registration Statement on Form S-3 (File No. 333-228269). Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 5.1 Opinion of Greenberg Traurig, P.A. 23.1 Consent of Greenberg Traurig, P.A. (included in Exhibit 5.1 hereto) SIGNATURES 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, thereunto duly authorized. WATSCO, INC. Dated: August 2, 2019 By: /s/ Ana M. Menendez Ana M. Menendez, Chief Financial Officer