Resideo agrees to pay Honeywell $1.59 billion to end indemnity obligations
On July 30, 2025, Resideo agreed to make a one-time $1.59 billion payment to Honeywell at closing, which is expected no later than August 29, 2025. The payment would terminate the 2018 Indemnification and Reimbursement Agreement and eliminate annual payments of up to $140 million through 2043, funded by about $400 million of cash on hand and new debt. The company also expects second-quarter 2025 results to be above the high end of its May outlook and announced a planned spin-off of its ADI Global Distribution business.
Key points
- One-time payment of $1.59 billion to Honeywell at closing, expected by August 29, 2025; a $35 million scheduled payment was made on July 29, 2025.
- Funding includes about $400 million of cash on hand and a new senior secured term loan of up to $1.225 billion committed by JPMorgan Chase Bank and Wells Fargo.
- Resideo expects Q2 2025 net revenue, Non-GAAP Adjusted EBITDA and Non-GAAP Adjusted EPS above the high end of the May 6, 2025 outlook ranges; results due August 5, 2025.
- Planned tax-free spin-off of ADI Global Distribution is expected to be completed in the second half of 2026; a $100 million fee applies if the agreement ends without debt financing.
The filing
Written by AI on Nov 8, 2026, 1:49 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on July 30, 2025.
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