ADI Global Distribution entered into a definitive agreement to acquire Snap One Holdings Corp. (NasdaqGS:SNPO) from Hellman & Friedman LLC and others 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 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.

Evercore 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. 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.