WATSCO, INC. (NYSE:WSO) Files An 8-K Other Events
Item 8.01. Other Events.

On June 21, 2017, Carrier Enterprise, LLC (“CE”), a joint venture between Watsco, Inc., a Florida corporation (the “Company”), and Carrier Corporation (“Carrier”), acquired an approximately 35% ownership interest (the “Purchased Interest”) in Russell Sigler, Inc., a New Mexico corporation (“RSI”). As previously reported, the Company has an 80% ownership interest in CE, and Carrier has a 20% ownership interest in CE. CE acquired its ownership interest in RSI for a cash purchase price of approximately $63.6 million.

In connection with its acquisition of the Purchased Interest, CE entered into a shareholders agreement (the “Shareholders Agreement”) with RSI and RSI’s other shareholders. to the Shareholders Agreement, RSI’s shareholders have the right to sell, and CE has the obligation to purchase, their respective shares of RSI for a purchase price determined based on either book value or EBIT, the latter of which CE used to calculate the price paid for the Purchased Interest. RSI’s shareholders may transfer their respective shares of RSI common stock only to members of the Sigler family or to CE, and, at any time from and after the date on which CE owns 85% or more of RSI’s outstanding common stock, CE has the right, but not the obligation, to purchase from RSI’s shareholders the remaining outstanding shares of common stock. The Shareholders Agreement contains customary minority rights in favor of CE, including that RSI not issue any shares of common stock or any other voting securities, including derivative securities, without CE’s prior consent. Unless earlier terminated by the parties thereto, the Shareholders Agreement continues until such time that CE acquires all of the RSI’s issued and outstanding common stock.

About WATSCO, INC. (NYSE:WSO)

Watsco, Inc. (Watsco) is a distributor of air conditioning, heating and refrigeration equipment, and related parts and supplies (HVAC/R). The Company operates in the HVAC/R distribution industry in North America. The Company operates at approximately 570 locations in over 40 United States’ states, Canada, Mexico and Puerto Rico. The Company sells a line of products and maintains a mix of inventory to meet its customers’ needs. The Company distributes a range of products, such as equipment, including residential ducted and ductless air conditioners, gas, electric and oil furnaces, commercial air conditioning and heating equipment and systems and other specialized equipment; parts, including replacement compressors, evaporator coils, motors and other component parts, and supplies, including thermostats, insulation material, refrigerants, ductwork, grills, registers, sheet metal, tools, copper tubing, concrete pads, tape, adhesives and other ancillary supplies.