Separation and Distribution Agreement Sample Contracts

Alcon Inc – SEPARATION AND DISTRIBUTION AGREEMENT (February 28th, 2019)
Alcon Inc – SEPARATION AND DISTRIBUTION AGREEMENT (January 18th, 2019)
MYnd Analytics, Inc. – SEPARATION AND DISTRIBUTION AGREEMENT (January 7th, 2019)

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of January 4, 2019, by and between MYND ANALYTICS, INC., a Delaware corporation (“Parent”), and MYND ANALYTICS, INC., a California corporation and a direct wholly owned subsidiary of Parent (“MYnd California”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

MYnd Analytics, Inc. – SEPARATION AND DISTRIBUTION AGREEMENT (January 7th, 2019)

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of January 4, 2019, by and between MYND ANALYTICS, INC., a Delaware corporation (“Parent”), and MYND ANALYTICS, INC., a California corporation and a direct wholly owned subsidiary of Parent (“MYnd California”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

BGC Partners, Inc. – AMENDED AND RESTATED SEPARATION AND DISTRIBUTION AGREEMENT by and among BGC PARTNERS, INC., BGC HOLDINGS, L.P., BGC PARTNERS, L.P., NEWMARK GROUP, INC., NEWMARK HOLDINGS, L.P., NEWMARK PARTNERS, L.P., and solely for purposes of Sections 2.09, 6.10, 6.11, 6.12, 6.13, 6.14 and 6.15, Article VIII and Article IX, CANTOR FITZGERALD, L.P. and solely for purposes of Sections 6.11 and 6.12 and Article VIII, BGC GLOBAL HOLDINGS, L.P. Dated as of December 13, 2017 Amended and Restated as of November 23, 2018 (November 27th, 2018)

This AMENDED AND RESTATED SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of November 23, 2018 (the “Execution Date”), is by and among BGC Partners, Inc., a Delaware corporation (“BGC Partners”), BGC Holdings, L.P., a Delaware limited partnership (“BGC Holdings”), BGC Partners, L.P., a Delaware limited partnership (“BGC U.S. Opco” and together with BGC Partners and BGC Holdings, the “BGC Entities”), Newmark Group, Inc., a Delaware corporation (“Newmark”), Newmark Holdings, L.P., a Delaware limited partnership (“Newmark Holdings”), Newmark Partners, L.P., a Delaware limited partnership (“Newmark Opco” and together with Newmark and Newmark Holdings, the “Newmark Entities”), and solely for purposes of Sections 2.09, 6.10, 6.11, 6.12, 6.13, 6.14 and 6.15 and Article XIII and Article IX, Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”), and solely for purposes of Sections 6.11 and 6.12 and Article VIII, BGC Global Holdings, L.P., a Cayman Islands limited

Newmark Group, Inc. – AMENDED AND RESTATED SEPARATION AND DISTRIBUTION AGREEMENT by and among BGC PARTNERS, INC., BGC HOLDINGS, L.P., BGC PARTNERS, L.P., NEWMARK GROUP, INC., NEWMARK HOLDINGS, L.P., NEWMARK PARTNERS, L.P., and solely for purposes of Sections 2.09, 6.10, 6.11, 6.12, 6.13, 6.14 and 6.15, Article VIII and Article IX, CANTOR FITZGERALD, L.P. and solely for purposes of Sections 6.11 and 6.12 and Article VIII, BGC GLOBAL HOLDINGS, L.P. Dated as of December 13, 2017 Amended and Restated as of November 23, 2018 (November 27th, 2018)

This AMENDED AND RESTATED SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of November 23, 2018 (the “Execution Date”), is by and among BGC Partners, Inc., a Delaware corporation (“BGC Partners”), BGC Holdings, L.P., a Delaware limited partnership (“BGC Holdings”), BGC Partners, L.P., a Delaware limited partnership (“BGC U.S. Opco” and together with BGC Partners and BGC Holdings, the “BGC Entities”), Newmark Group, Inc., a Delaware corporation (“Newmark”), Newmark Holdings, L.P., a Delaware limited partnership (“Newmark Holdings”), Newmark Partners, L.P., a Delaware limited partnership (“Newmark Opco” and together with Newmark and Newmark Holdings, the “Newmark Entities”), and solely for purposes of Sections 2.09, 6.10, 6.11, 6.12, 6.13, 6.14 and 6.15 and Article XIII and Article IX, Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”), and solely for purposes of Sections 6.11 and 6.12 and Article VIII, BGC Global Holdings, L.P., a Cayman Islands limited

Mercantil Bank Holding Corp – AMENDED AND RESTATED SEPARATION AND DISTRIBUTION AGREEMENT by and between MERCANTIL SERVICIOS FINANCIEROS, C.A., and MERCANTIL BANK HOLDING CORPORATION Dated as of June 12, 2018 (November 16th, 2018)

This Amended and Restated Separation and Distribution Agreement, dated as of March 12, 2018 (this “Agreement”), is by and between MERCANTIL SERVICIOS FINANCIEROS, C.A., a Venezuela corporation (“MSF”), and MERCANTIL BANK HOLDING CORPORATION, a Florida corporation and a wholly-owned subsidiary of MSF (the “Company”). This Agreement amends and restates in its entirety the Separation and Distribution Agreement, dated as of March 12, 2018, between MSF and the Company.

Equitrans Midstream Corp – SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG EQT CORPORATION, EQUITRANS MIDSTREAM CORPORATION AND, SOLELY FOR PURPOSES OF SECTION 2.13, EQT PRODUCTION COMPANY DATED AS OF NOVEMBER 12, 2018 (November 13th, 2018)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of November 12, 2018 (this “Agreement”), is by and among EQT Corporation, a Pennsylvania corporation (“Parent”), Equitrans Midstream Corporation, a Pennsylvania corporation (“SpinCo”), and solely for purposes of Section 2.13, EQT Production Company, a Pennsylvania Corporation (“EPC”).  Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

EQT Corp – SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG EQT CORPORATION, EQUITRANS MIDSTREAM CORPORATION AND, SOLELY FOR PURPOSES OF SECTION 2.13, EQT PRODUCTION COMPANY DATED AS OF NOVEMBER 12, 2018 (November 13th, 2018)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of November 12, 2018 (this “Agreement”), is by and among EQT Corporation, a Pennsylvania corporation (“Parent”), Equitrans Midstream Corporation, a Pennsylvania corporation (“SpinCo”), and solely for purposes of Section 2.13, EQT Production Company, a Pennsylvania Corporation (“EPC”).  Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

BGC Partners, Inc. – AMENDMENT NO. 1 to SEPARATION AND DISTRIBUTION AGREEMENT (November 8th, 2018)

This AMENDMENT NO. 1, dated as of November 8, 2018 (this “Amendment”), to the SEPARATION AND DISTRIBUTION AGREEMENT, dated as of December 13, 2017 (the “Agreement”), is by and among BGC Partners, Inc., a Delaware corporation (“BGC Partners”), BGC Holdings, L.P., a Delaware limited partnership (“BGC Holdings”), BGC Partners, L.P., a Delaware limited partnership (“BGC U.S. Opco” and together with BGC Partners and BGC Holdings, the “BGC Entities”), Newmark Group, Inc., a Delaware corporation (“Newmark”), Newmark Holdings, L.P., a Delaware limited partnership (“Newmark Holdings”), Newmark Partners, L.P., a Delaware limited partnership (“Newmark Opco” and together with Newmark and Newmark Holdings, the “Newmark Entities”), and solely for the limited purposes set forth therein, Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”), and solely for the limited purposes set forth therein, BGC Global Holdings, L.P., a Cayman Islands limited partnership (“BGC Global Opco” and collect

Arcosa, Inc. – SEPARATION AND DISTRIBUTION AGREEMENT (November 1st, 2018)

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this "Agreement"), is entered into as of October 31, 2018, by and between Trinity Industries, Inc., a Delaware corporation ("Trinity"), and Arcosa, Inc., a Delaware corporation and a wholly owned subsidiary of Trinity ("Arcosa") (each a "Party" and together, the "Parties").

Trinity Industries Inc – SEPARATION AND DISTRIBUTION AGREEMENT (November 1st, 2018)

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this "Agreement"), is entered into as of October 31, 2018, by and between Trinity Industries, Inc., a Delaware corporation ("Trinity"), and Arcosa, Inc., a Delaware corporation and a wholly owned subsidiary of Trinity ("Arcosa") (each a "Party" and together, the "Parties").

Resideo Technologies, Inc. – SEPARATION AND DISTRIBUTION AGREEMENT by and between HONEYWELL INTERNATIONAL INC. and RESIDEO TECHNOLOGIES, INC. Dated as of October 19, 2018 (October 19th, 2018)

SEPARATION AND DISTRIBUTION AGREEMENT, dated as of October 19, 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and RESIDEO TECHNOLOGIES, INC., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Livent Corp. – SEPARATION AND DISTRIBUTION AGREEMENT (October 15th, 2018)
Frontdoor, Inc. – SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN SERVICEMASTER GLOBAL HOLDINGS, INC. AND FRONTDOOR, INC. DATED AS OF SEPTEMBER 28, 2018 (October 1st, 2018)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 28, 2018 (this “Agreement”), is by and between ServiceMaster Global Holdings, Inc., a Delaware corporation (“Parent”), and frontdoor, inc., a Delaware corporation (“SpinCo”).  Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Garrett Motion Inc. – SEPARATION AND DISTRIBUTION AGREEMENT by and between HONEYWELL INTERNATIONAL INC. and GARRETT MOTION INC. Dated as of September 27, 2018 (October 1st, 2018)

SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 27, 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and GARRETT MOTION INC., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Servicemaster Global Holdings Inc – SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN SERVICEMASTER GLOBAL HOLDINGS, INC. AND FRONTDOOR, INC. DATED AS OF SEPTEMBER 28, 2018 (October 1st, 2018)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 28, 2018 (this “Agreement”), is by and between ServiceMaster Global Holdings, Inc., a Delaware corporation (“Parent”), and frontdoor, inc., a Delaware corporation (“SpinCo”).  Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Sysorex, Inc. – AMENDMENT NO. 1 TO SEPARATION AND DISTRIBUTION AGREEMENT (September 4th, 2018)

This AMENDMENT NO. 1 TO SEPARATION AND DISTRIBUTION AGREEMENT (this “Amendment”) is made and entered into as of August 31, 2018 (“Effective Date”) by and between Inpixon, a Nevada corporation (“Inpixon”), and Sysorex, Inc., a Nevada corporation (“Sysorex”). This Amendment is made in accordance with Section 10.14 of that certain Separation and Distribution Agreement, dated as of August 7, 2018, by and between Inpixon and Sysorex (the “Original Agreement”). In this Amendment, Inpixon and Sysorex are sometimes referred to singularly as a “party” and collectively as the “parties”. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Original Agreement.

Linn Energy, Inc. – SEPARATION AND DISTRIBUTION AGREEMENT by and between LINN ENERGY, INC. and RIVIERA RESOURCES, INC. Dated as of August 7, 2018 (August 10th, 2018)

SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of August 7, 2018, by and between Riviera Resources, Inc., a Delaware corporation (“SpinCo”), and Linn Energy, Inc., a Delaware corporation (“Linn”). SpinCo, on the one hand, and Linn, on the other hand, are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms shall have the meanings set forth in Section 1.1.

Riviera Resources, Inc. – SEPARATION AND DISTRIBUTION AGREEMENT by and between LINN ENERGY, INC. and RIVIERA RESOURCES, INC. Dated as of August 7, 2018 (August 10th, 2018)

SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of August 7, 2018, by and between Riviera Resources, Inc., a Delaware corporation (“SpinCo”), and Linn Energy, Inc., a Delaware corporation (“Linn”). SpinCo, on the one hand, and Linn, on the other hand, are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms shall have the meanings set forth in Section 1.1.

Riviera Resources, LLC – FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between LINN ENERGY, INC. and RIVIERA RESOURCES, INC. Dated as of [ ], 2018 (July 19th, 2018)

SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [            ], 2018, by and between Riviera Resources, Inc., a Delaware corporation (“SpinCo”), and Linn Energy, Inc., a Delaware corporation (“Linn”). SpinCo, on the one hand, and Linn, on the other hand, are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms shall have the meanings set forth in Section 1.1.

Ddr Corp – SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN DDR CORP. AND RETAIL VALUE INC. DATED JULY 1, 2018 (July 3rd, 2018)

THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated July 1, 2018 (this “Agreement”), is by and between DDR Corp., an Ohio corporation (“DDR”) and Retail Value Inc., an Ohio corporation and a direct, wholly owned subsidiary of DDR (“RVI”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Retail Value Inc. – SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN DDR CORP. AND RETAIL VALUE INC. DATED JULY 1, 2018 (July 2nd, 2018)

THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated July 1, 2018 (this “Agreement”), is by and between DDR Corp., an Ohio corporation (“DDR”) and Retail Value Inc., an Ohio corporation and a direct, wholly owned subsidiary of DDR (“RVI”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Mercantil Bank Holding Corp – AMENDED AND RESTATED SEPARATION AND DISTRIBUTION AGREEMENT by and between MERCANTIL SERVICIOS FINANCIEROS, C.A., and MERCANTIL BANK HOLDING CORPORATION Dated as of June 12, 2018 (June 15th, 2018)

This Amended and Restated Separation and Distribution Agreement, dated as of March 12, 2018 (this “Agreement”), is by and between MERCANTIL SERVICIOS FINANCIEROS, C.A., a Venezuela corporation (“MSF”), and MERCANTIL BANK HOLDING CORPORATION, a Florida corporation and a wholly-owned subsidiary of MSF (the “Company”). This Agreement amends and restates in its entirety the Separation and Distribution Agreement, dated as of March 12, 2018, between MSF and the Company.

DXC Technology Co – SEPARATION AND DISTRIBUTION AGREEMENT DATED AS OF MAY 31, 2018 by and between DXC TECHNOLOGY COMPANY and PERSPECTA INC. (June 6th, 2018)
Perspecta Inc. – SEPARATION AND DISTRIBUTION AGREEMENT DATED AS OF MAY 31, 2018 by and between DXC TECHNOLOGY COMPANY and PERSPECTA INC. (June 6th, 2018)

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is dated as of May 31, 2018 by and between DXC Technology Company, a Nevada corporation (“Delta”), and Perspecta Inc., a Nevada corporation (“Ultra”). Each of Delta and Ultra is sometimes referred to herein as a “Party” and, collectively, as the “Parties”.

Wyndham Destinations, Inc. – SEPARATION AND DISTRIBUTION AGREEMENT by and between WYNDHAM DESTINATIONS, INC. and WYNDHAM HOTELS & RESORTS, INC. Dated as of May 31, 2018 (June 4th, 2018)

SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of May 31, 2018, by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (“SpinCo”), and Wyndham Destinations, Inc., a Delaware corporation (“RemainCo”).  Each of SpinCo and RemainCo is sometimes referred to herein as a “Party” and collectively, as the “Parties”.

Wyndham Hotels & Resorts, Inc. – SEPARATION AND DISTRIBUTION AGREEMENT by and between WYNDHAM DESTINATIONS, INC. and WYNDHAM HOTELS & RESORTS, INC. Dated as of May 31, 2018 (June 4th, 2018)

SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of May 31, 2018, by and between Wyndham Hotels & Resorts, Inc., a Delaware corporation (“SpinCo”), and Wyndham Destinations, Inc., a Delaware corporation (“RemainCo”).  Each of SpinCo and RemainCo is sometimes referred to herein as a “Party” and collectively, as the “Parties”.

Spirit Realty Capital, Inc. – SEPARATION AND DISTRIBUTION AGREEMENT by and between SPIRIT REALTY CAPITAL, INC. and SPIRIT MTA REIT dated as of May 21, 2018 (May 24th, 2018)

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of May 21, 2018, by and between Spirit Realty Capital, Inc., a Maryland corporation (“SRC”), and Spirit MTA REIT, a Maryland real estate investment trust and an indirect, wholly owned subsidiary of SRC (“SMTA”). SRC and SMTA are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.

Spirit MTA REIT – SEPARATION AND DISTRIBUTION AGREEMENT by and between SPIRIT REALTY CAPITAL, INC. and SPIRIT MTA REIT dated as of May 21, 2018 (May 21st, 2018)

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of May 21, 2018, by and between Spirit Realty Capital, Inc., a Maryland corporation (“SRC”), and Spirit MTA REIT, a Maryland real estate investment trust and an indirect, wholly owned subsidiary of SRC (“SMTA”). SRC and SMTA are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.

DOVER Corp – SEPARATION AND DISTRIBUTION AGREEMENT by and between DOVER CORPORATION and APERGY CORPORATION Dated as of May 9, 2018 (May 14th, 2018)

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of May 9, 2018, by and between Dover Corporation, a Delaware corporation (“Dover”), and Apergy Corporation, a Delaware corporation (“Apergy”) (each a “Party” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 1.1 hereof.

Apergy Corp – SEPARATION AND DISTRIBUTION AGREEMENT by and between DOVER CORPORATION and APERGY CORPORATION Dated as of May 9, 2018 (May 11th, 2018)

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of May 9, 2018, by and between Dover Corporation, a Delaware corporation (“Dover”), and Apergy Corporation, a Delaware corporation (“Apergy”) (each a “Party” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 1.1 hereof.

nVent Electric Plc – SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN PENTAIR PLC AND NVENT ELECTRIC PLC DATED AS OF APRIL 27, 2018 (April 30th, 2018)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 27, 2018 (this “Agreement”), is by and between Pentair plc, an Irish public limited company (“Pentair”), and nVent Electric plc, an Irish public limited company (“nVent”). nVent and Pentair are referred to together as the “Parties” and individually as a “Party.” Capitalized terms used herein shall have the respective meanings assigned to them in Article I or elsewhere in this Agreement.

PENTAIR Plc – SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN PENTAIR PLC AND NVENT ELECTRIC PLC DATED AS OF APRIL 27, 2018 (April 30th, 2018)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 27, 2018 (this “Agreement”), is by and between Pentair plc, an Irish public limited company (“Pentair”), and nVent Electric plc, an Irish public limited company (“nVent”). nVent and Pentair are referred to together as the “Parties” and individually as a “Party.” Capitalized terms used herein shall have the respective meanings assigned to them in Article I or elsewhere in this Agreement.

Altra Industrial Motion Corp. – SEPARATION AND DISTRIBUTION AGREEMENT by and among FORTIVE CORPORATION STEVENS HOLDING COMPANY, INC. and ALTRA INDUSTRIAL MOTION CORP. dated as of March 7, 2018 (March 9th, 2018)

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of March 7, 2018 by and among: (i) Fortive Corporation, a Delaware corporation (“Fox”); (ii) Stevens Holding Company, Inc., a Delaware corporation and wholly owned Subsidiary of Fox (“Newco”); and (iii) Altra Industrial Motion Corp., a Delaware corporation (“Ainge”) (each a “Party” and together, the “Parties”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Section 10.