Illinois Tool Works Inc. filed SEC Form 8-K: Other Events
$ITW
Industrial Machinery/Components
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 5, 2024
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Item 8.01 Other Events.
On August 5, 2024, Illinois Tool Works Inc. and its wholly-owned subsidiary, ITW DS Investments Inc. (collectively, the “Company”) entered into a purchase agreement with affiliates of Clayton, Dubilier and Rice, LLC for the sale of the Company’s non-controlling equity interest in Wilsonart International Holdings LLC (“Wilsonart”). The transaction closed immediately after the execution of the purchase agreement. Total cash proceeds from the transaction were approximately $398 million.
The Company’s equity interest in Wilsonart has historically been reported using the equity method of accounting. In 2016, the Company received a dividend distribution from Wilsonart which exceeded the Company’s equity investment balance. As a result of that dividend distribution, the equity investment balance in Wilsonart was reduced to zero and subsequent equity investment income was suspended and no longer recognized.
The sale of the Company’s equity interest in Wilsonart is expected to result in a pre-tax gain of approximately $360 million in the third quarter of 2024. The expected gain on sale was not reflected in the Company’s most recently provided full-year 2024 guidance. The sale of the Company’s equity interest in Wilsonart is not expected to have a material impact on the Company’s financial results in subsequent quarters.
Forward-looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may include, without limitation, statements regarding the impact of the sale of the Company’s equity interest in Wilsonart and the Company’s 2024 guidance. These statements are subject to certain risks, uncertainties, assumptions, and other factors, which could cause actual results to differ materially from those anticipated. Important risks that could cause actual results to differ materially from the Company’s expectations include those that are detailed in ITW’s Form 10-K for 2023 and subsequent reports filed with the SEC.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ILLINOIS TOOL WORKS INC. | |||||
| Dated: August 6, 2024 | By: /s/ Randall J. Scheuneman | ||||
| Name: Randall J. Scheuneman | |||||
| Title: Vice President & Chief Accounting Officer | |||||