ADI Global Distribution entered into a non-binding letter of intent to acquire Snap One Holdings Corp. (NasdaqGS:SNPO) from a group of shareholders on February 21, 2024. ADI Global Distribution entered into a definitive agreement to acquire Snap One Holdings Corp. (NasdaqGS:SNPO) from a group of shareholders for approximately $880 million on April 14, 2024. Resideo has agreed to acquire Snap One for $10.75 per share in cash, for a transaction value of approximately $1.4 billion, inclusive of net debt. Upon closing, Snap One will integrate into Resideo's ADI Global Distribution business. The transaction is valued at approximately $1.4 billion, including forecasted net debt of Snap One at the closing of approximately $460 million. Resideo intends to use proceeds from committed debt financing of $600 million new secured term loan B maturing in 2031, $300 million cash on hand from Resideo's balance sheet, and a $500 million perpetual convertible preferred equity investment from Clayton, Dubilier & Rice LLC ("CD&R") to fund the transaction. The sell-side termination fee equates to approximately $26.3 million The transaction is expected to be completed in the second half of 2024, and is subject to customary closing conditions, including receipt of applicable antitrust and other regulatory approvals. The transaction has been unanimously approved by the Boards of Directors of Resideo and Snap One. Private investment funds managed by Hellman & Friedman LLC, holding approximately 72% of the outstanding common shares of Snap One, have executed a written consent to approve the merger, thereby providing the required stockholder approval for the transaction. The transaction is expected to be accretive to Resideo non-GAAP EPS in the first full year of ownership, with favorable revenue growth and margin profile to ADI and Resideo as a whole. As of June 6, 2024, board of directors have adopted merger agreement, this is a supplement to the definitive information statement on Schedule 14C filed by Snap One with the Securities and Exchange Commission (the ?SEC?) on May 24, 2024. As of June 7, 2024, Snap One Holdings Corp. intends to file a Form 25 on or about June 14, 2024 with the Securities and Exchange Commission (the ?SEC?), and the Company expects that trading in the Common Stock will be suspended after the close of market on June 14, 2024. The merger is expected to close on June 14, 2024.

Evercore Group L.L.C. and Raymond James & Associates, Inc. are acting as financial advisors and Russell L. Leaf, Jared Fertman, Tej Prakash and Sean Ewen of Willkie Farr & Gallagher LLP is acting as legal counsel to Resideo. Bank of America and Morgan Stanley have provided committed financing for the transaction and are also acting as advisors to Resideo. Moelis & Company LLC and J.P. Morgan Securities LLC are serving as financial advisors to Snap One and have each provided a fairness opinion to Snap One's board of directors. Moelis acted as financial advisor to the Company in connection with the Merger and will receive a fee currently estimated to be approximately $13.5 million, in the aggregate, $2.5 million of which became payable in connection with the delivery of its opinion. For services rendered in connection with the Merger and the delivery of its opinion, the Company has agreed to pay J.P. Morgan a fee of approximately $9.6 million, of which $2.5 million became payable upon delivery of its opinion and the remainder of which is contingent and payable upon the closing of the Merger. Eric M. Swedenburg, Katherine M. Krause, Louis H. Argentieri, Brian Steinhardt, Matt Farrell, David Rubinsky, Russell Light, Lori Lesser, Sara Razi and Preston Miller of Simpson Thacher & Bartlett LLP is serving as Snap One's legal counsel. Cede & Company acted as depository bank to Snap One. Kimberly A. deBeers, Jeffrey A. Brill of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Snap One.

ADI Global Distribution completed the acquisition of Snap One Holdings Corp. (NasdaqGS:SNPO) from a group of shareholders on June 14, 2024.