Viessmann Group Renames Subsidiary in Carrier Global Filing

TL;DR

Viessmann Group is renaming a subsidiary involved in their Carrier Global stake. No change in control reported yet.

AI Summary

Viessmann Group GmbH & Co. KG, through its subsidiaries including JOHANNA 391 VERMOGENSVERWALTUNGS GMBH, has filed an amendment (No. 1) to its Schedule 13D on March 22, 2024, regarding its holdings in Carrier Global Corporation. The filing indicates a change in the group members, with JOHANNA 391 VERMOGENSVERWALTUNGS GMBH set to be renamed VIESSMANN TRAEGER HOLDCO GMBH.

Why It Matters

This filing signals a potential restructuring or rebranding within the Viessmann Group's holding structure related to their investment in Carrier Global, which could impact future strategic decisions or reporting.

Risk Assessment

Risk Level: medium — Changes in corporate structure and subsidiary names can sometimes precede significant strategic shifts or divestitures, warranting close monitoring.

Key Players & Entities

• Viessmann Group GmbH & Co. KG (company) — Filing entity
• Carrier Global Corporation (company) — Subject company
• JOHANNA 391 VERMOGENSVERWALTUNGS GMBH (company) — Subsidiary being renamed
• VIESSMANN TRAEGER HOLDCO GMBH (company) — New name for subsidiary
• MAXIMILIAN VIESSMANN (person) — Group member
• VIESSMANN BETEILIGUNGS AG (company) — Group member
• VIESSMANN KOMPLEMENTAR B.V. (company) — Group member

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti

Filing Documents

• dp208700_sc13da-a1.htm (SC 13D/A) — 120KB
• dp208700_ex9901.htm (EX-99.1) — 13KB
• dp208700_ex9907.htm (EX-99.7) — 7KB
• dp208700_ex9908.htm (EX-99.8) — 57KB
• 0000950103-24-004150.txt ( ) — 199KB

Identity and Background

Item 2. Identity and Background

of the Original Schedule 13D is hereby amended and restated

Item 2 of the Original Schedule 13D is hereby amended and restated as follows: This Schedule 13D is being filed by Viessmann Group KG, Viessmann GP, Viessmann LP, Maximilian Viessmann and Viessmann HoldCo. Each of the foregoing is referred to herein as a “ Reporting Person ” and collectively as the “ Reporting Persons .” The principal business address for each of the Reporting Persons is Im Birkenried 1, 35088 Battenberg, Germany. Viessmann Group KG is an independent family holding company and a global group that invests in a diversified range of businesses on behalf of the Viessmann family. Viessmann GP is the sole general partner of Viessmann Group KG. Viessmann LP is a managing limited partner of Viessmann Group KG. Maximilian Viessmann is a director, the President and Chief Executive Officer and the controlling stockholder of each of Viessmann GP and Viessmann LP. Viessmann HoldCo is a direct wholly owned subsidiary of Viessmann Group KG. As such, Mr. Viessmann is in a position indirectly to determine the investment and voting decisions made by each of Viessmann GP, Viessmann LP, Viessmann Group KG and Viessmann HoldCo. Mr. Viessmann’s present principal occupation is as Chief Executive Officer of Viessmann Group KG. In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the name, business address, citizenship and present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of each director and executive officer of Viessmann HoldCo, Viessmann Group KG, Viessmann GP and Viessmann LP (collectively, the “ Covered Persons ”), as required by Item 2 of Schedule 13D, is set forth in Schedule I hereto and is incorporated by reference herein. Each of the Covered Persons other than Mr. Viessmann expressly disclaims beneficial ownership of any shares of Common Stock held by any

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

of the Original Schedule 13D is hereby amended and supplemented

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end thereof: On March 21, 2024, Viessmann Group KG and Viessmann Holdco entered into the Contribution Agreement, pursuant to which Viessmann Group KG transferred 38,095,823 shares of Common Stock to Viessmann HoldCo in the form of a contribution to the capital of Viessmann HoldCo.

: Interest in Securities of the Issuer

Item 5: Interest in Securities of the Issuer

(a)-(b) of the Original Schedule 13D

Item 5(a)-(b) of the Original Schedule 13D is hereby amended and restated in its entirety as follows: (a)-(b) As of March 21, 2024, the Reporting Persons may be deemed to have beneficially owned an aggregate of 58,608,959 shares of Common Stock, representing approximately 6.53% of the total outstanding shares of Common Stock (such percentage is calculated based on 898,364,047 shares of Common Stock outstanding as of January 31, 2024 according to information provided by the Issuer to the Reporting Persons). As of March 21, 2024, Viessmann Group KG was the record and beneficial owner of 20,513,136 shares of Common Stock and Viessmann HoldCo was the record and beneficial owner of 38,095,823 shares of Common Stock. Each of Viessmann GP, as the sole general partner of Viessmann Group KG, Viessmann LP, as a managing limited partner of Viessmann Group KG, and Mr. Viessmann, as the director and controlling stockholder of each of Viessmann GP and Viessmann LP, may be deemed to be the beneficial owner of the shares of Common Stock held by each of Viessmann Group KG and Viessmann HoldCo. In addition, Viessmann Group KG, as the sole stockholder of Viessmann HoldCo, may be deemed to be the beneficial owner of the shares of Common Stock held by Viessmann HoldCo. As of March 21, 2024, none of the Covered Persons identified on Schedule I hereto beneficially owned any shares of Common Stock, except that Dr. Ulrich Hüllmann was the beneficial shares of Common Stock held by any of the Reporting Persons.

: Contracts, Arrangements, Understandings

Item 6: Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

of the Original Schedule 13D is hereby

Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph at the end thereof: Contribution Agreement On March 21, 2024, Viessmann Group KG and Viessmann HoldCo entered into the Contribution Agreement, pursuant to which Viessmann Group KG transferred 38,095,823 shares of Common Stock to Viessmann HoldCo in the form of a contribution to the capital of Viessmann HoldCo. 8

: Material to be Filed as Exhibits

Item 7: Material to be Filed as Exhibits

of the Original Schedule 13D is hereby

Item 7 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: Exhibit 99.1 Joint Filing Agreement, dated as of March 21, 2024, by and among Johanna 391 Vermögensverwaltungs GmbH, Viessmann Group GmbH & Co. KG, Viessmann Komplementär B.V., Viessmann Beteiligungs AG and Maximilian Viessmann. Exhibit 99.2 Share Purchase Agreement, dated as of April 25, 2023, by and among Carrier Global Corporation, Blitz F23-620 GmbH (subsequently renamed Johann Purchaser GmbH) and Viessmann Group GmbH & Co. KG (incorporated by reference to Exhibit 99.2 to the Original Schedule 13D). Exhibit 99.3 Post-Closing Amendment to Share Purchase Agreement, dated as of January 2, 2024, by and among Carrier Global Corporation, Johann Purchaser GmbH and Viessmann Group GmbH & Co. KG. (incorporated by reference to Exhibit 99.3 to the Original Schedule 13D). Exhibit 99.4 Investor Rights Agreement, dated as of January 2, 2024, by and among Carrier Global Corporation and Viessmann Group GmbH & Co. KG (incorporated by reference to Exhibit 99.4 to the Original Schedule 13D). Exhibit 99.5 License Agreement, dated as of January 2, 2024, by and among Carrier Global Corporation, Viessmann Group GmbH & Co. KG and Carrier Innovative Technologies GmbH (incorporated by reference to Exhibit 99.5 to the Original Schedule 13D). Exhibit 99.6 Transitional Services Agreement, dated as of January 2, 2024, by and among Carrier Global Corporation, Viessmann Climate Solutions SE and Viessmann Group GmbH & Co. KG. (incorporated by reference to Exhibit 99.6 to the Original Schedule 13D). Exhibit 99.7 Limited Power of Attorney of Maximilian Viessmann, dated as of March 21, 2024. Exhibit 99.8 Contribution Agreement, dated as of March 21, 2024, by and among Viessmann Group GmbH & Co. KG and Johanna 391 Vermögensverwaltungs GmbH. 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth i

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