Spin-off - Fortive Corp
Form Type: 8-K
Filing Date: 2025-06-30
Corporate Action: Spin-off
Type: New
Accession Number: 000165916625000104
Filing Summary: On June 27, 2025, Fortive Corporation announced the completion of its spin-off of the precision technologies segment to Ralliant Corporation. This transaction included the distribution of Ralliant common stock to Fortive stockholders, with one share of Ralliant stock issued for every three shares of Fortive stock held as of the record date of June 16, 2025. Ralliant is now an independent public company traded under the symbol 'RAL' on the New York Stock Exchange. The filing also details multiple agreements made in relation to the spin-off, covering various operational aspects post-distribution. Additionally, following the spin-off, James A. Lico retired as President and CEO, with Olumide Soroye appointed as his successor. The filing contains information on financial arrangements and pro forma financial data as well.
Additional details:
Record Date: 2025-06-16
Distribution Ratio: 1 Ralliant share for every 3 Fortive shares
Company Spun Off: Ralliant Corporation
Symbol: RAL
Form Type: 11-K
Filing Date: 2025-06-24
Corporate Action: Spin-off
Type: New
Accession Number: 000165916625000095
Filing Summary: The Fortive Retirement Savings Plan was audited by Ernst & Young, which expressed an unqualified opinion on the financial statements, confirming that they fairly represent the net assets available for benefits as of December 31, 2024, and changes in these assets for the year ending on that date. The Plan saw a net increase in net assets of $222.6 million, resulting in total net assets available for benefits of $2,138.2 million as of December 31, 2024. Investments at fair value accounted for $2,116.7 million of the total assets. Significant accounting policies indicate that the Plan follows U.S. GAAP, with risks associated with investment securities being highlighted due to potential market fluctuations. Contribution structures, including a safe harbor matching contribution and discretionary retirement contributions, were outlined, with actual contributions totaling $174.0 million in the year ended December 31, 2024. Additionally, the document discussed the planned spin-off of Fortive's Precision Technologies segment into an independent company named Ralliant Corporation, targeting completion by the end of the second quarter of 2025, at which point a new savings plan will be established for Ralliant's employees.
Additional details:
Plan Title: Fortive Retirement Savings Plan
Plan Admin: Fidelity
Total Assets: 2139.0
Net Assets 2024: 2138.2
Net Assets 2023: 1915.6
Investment Income: 297.6
Total Contributions: 174.0
Benefit Payments: (247.9)
Administrative Expenses: (1.1)
Net Increase In Net Assets: 222.6
Form Type: 8-K
Filing Date: 2025-06-10
Corporate Action: Spin-off
Type: New
Accession Number: 000165916625000093
Filing Summary: Fortive Corporation is preparing for the separation of Ralliant Corporation, which will hold the Precision Technologies segment of Fortive. The separation, referred to as the 'Separation,' is detailed in this report along with historical GAAP and non-GAAP financial information for Fortive, provided as Exhibit 99.1. This includes financial results for the first fiscal quarter of 2025, and for the fiscal years ended December 31 for 2024, 2023, and 2022. The Company will host an Investor Day Event on June 10, 2025, to discuss the implications of the Separation and the treatment of Ralliant as a discontinued operation. The filing includes supplemental disclosures and non-GAAP reconciliations related to the financial information being presented, emphasizing the impact of the spin-off on the Company's financial condition.
Additional details:
Investor Day Event Date: 2025-06-10
Exhibit Description: Supplemental Unaudited Financial Measures & Non-GAAP Reconciliations
Form Type: 8-K
Filing Date: 2025-05-28
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925053582
Filing Summary: Fortive Corporation filed an 8-K on May 28, 2025, detailing the upcoming separation of its precision technologies segment through a distribution of 100% of the shares of its wholly owned subsidiary, Ralliant Corporation, to Fortive’s stockholders. As part of this corporate action, a temporary blackout will affect participants in the Fortive Corporation Retirement Savings Plan, meaning they will be unable to transfer funds into or out of the Fortive Stock Fund temporarily. The blackout is scheduled to begin on June 27, 2025, at 4:00 p.m. Eastern Time and end during the week of July 6, 2025. Fortive sent a Blackout Notice to its directors and Section 16 officers, informing them of the blackout and restrictions on trading in Fortive securities during this period. Specific provisions of the Sarbanes-Oxley Act and Regulation BTR will restrict trading for the company’s directors and officers while the blackout period is in effect.
Additional details:
Restringed Fields: blackout_start_date
Value: 2025-06-27T16:00:00Z
Restringed Fields: blackout_end_date
Value: 2025-07-06T00:00:00Z
Restringed Fields: blackout_notice_date
Value: 2025-05-28
Restringed Fields: subsidiary_name
Value: Ralliant Corporation
Restringed Fields: notification_type
Value: Blackout Notice
Restringed Fields: director_trading_restriction
Value: Prohibited from trading during blackout period
Restringed Fields: contact_person
Value: Daniel B. Kim
Restringed Fields: contact_position
Value: VP & Associate General Counsel and Secretary
Restringed Fields: contact_address
Value: 6920 Seaway Blvd, Everett, WA 98203
Form Type: 8-K
Filing Date: 2025-05-19
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925050497
Filing Summary: On May 15, 2025, Fortive Corporation's wholly-owned subsidiary, Ralliant Corporation, entered into a credit agreement with a syndicate of banks for a total of $2.05 billion in credit facilities, consisting of a three-year $700 million senior unsecured delayed draw term loan, an eighteen-month $600 million senior unsecured delayed draw term loan, and a three-year $750 million senior unsecured multi-currency revolving credit facility. This financing is contingent upon the separation of Ralliant from Fortive, where shares of Ralliant are to be distributed to Fortive's stockholders. The Credit Agreement includes interest rates based on Term SOFR and Base rates, as well as facility fees and financial covenants. Ralliant intends to use the proceeds, in part, for a cash distribution to Fortive related to the transfer of assets and liabilities of Fortive’s Precision Technologies segment to Ralliant. Ralliant’s financial obligations under this arrangement are guaranteed by its subsidiaries, and the agreement contains various restrictions and covenants regarding Ralliant's operational activities.
Additional details:
Credit Facility Amount: $700 million
Credit Facility Type: Three-Year Term Loan
Credit Facility Amount: $600 million
Credit Facility Type: Eighteen Month Term Loan
Credit Facility Amount: $750 million
Credit Facility Type: Revolving Credit Facility
Rate Basis: Term SOFR
Conditional Terms: 3.50 to 1.00 or less
Form Type: 8-K
Filing Date: 2024-09-04
Corporate Action: Spin-off
Type: New
Accession Number: 000119312524213187
Filing Summary: The document discusses a proposed spin-off of Fortive Corporation's Precision Technologies segment into a separate publicly-traded company, referred to as NewCo. The spin-off is anticipated to be consummated in the fourth quarter of 2025.
Additional details:
Newco Cik: unknown
Parent Cik: 1659166
File Number: 001-37654
:
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