Viessmann Group Takes 3.0% Stake in Carrier Global Corp

TL;DR

**Viessmann Group now owns 3.0% of Carrier Global, signaling a major strategic investment.**

AI Summary

Viessmann Group GmbH & Co. KG, a German heating and cooling company, has filed an SC 13D, indicating they now beneficially own 25,967,322 shares of Carrier Global Corp's common stock, representing 3.0% of the outstanding shares. This acquisition, which occurred on January 2, 2024, is a result of Carrier's acquisition of Viessmann Climate Solutions, a subsidiary of Viessmann Group. This matters to investors because it signifies a strategic partnership and a significant stake held by a major industry player, potentially influencing future corporate decisions and stock performance.

Why It Matters

This filing reveals a significant new shareholder in Carrier Global Corp, the Viessmann Group, which could influence future strategic decisions and potentially stabilize the stock through a long-term holder.

Risk Assessment

Risk Level: low — The filing indicates a strategic investment by an industry peer, which typically carries lower risk than activist investor filings.

Analyst Insight

A smart investor would monitor future communications from Carrier Global Corp regarding its integration with Viessmann Climate Solutions and any potential strategic collaborations with Viessmann Group, as this significant stake suggests a deeper partnership.

Key Numbers

• 25,967,322 — shares beneficially owned (the total number of Carrier Global Corp common shares held by Viessmann Group)
• 3.0% — percentage of class (the ownership stake Viessmann Group holds in Carrier Global Corp)
• $0.01 — par value per share (the stated par value of Carrier Global Corp's common stock)

Key Players & Entities

• Viessmann Group GmbH & Co. KG (company) — the reporting person acquiring shares
• Carrier Global Corp (company) — the subject company whose shares were acquired
• MAXIMILIAN VIESSMANN (person) — a group member associated with the reporting person
• VIESSMANN BETEILIGUNGS AG (company) — a group member associated with the reporting person
• VIESSMANN KOMPLEMENTAR B.V. (company) — a group member associated with the reporting person
• Leo Borchardt (person) — legal counsel for the reporting person

Forward-Looking Statements

• Viessmann Group will maintain its stake in Carrier Global Corp for the foreseeable future, acting as a strategic partner rather than an activist. (Viessmann Group GmbH & Co. KG) — high confidence, target: 2025-01-09
• Carrier Global Corp's stock price will experience increased stability due to the presence of a significant, long-term strategic investor. (Carrier Global Corp) — medium confidence, target: 2024-07-09

FAQ

Key Financial Figures

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

Filing Documents

• dp205022_sc13d.htm (SC 13D) — 108KB
• dp205022_ex9901.htm (EX-99.1) — 11KB
• dp205022_ex9903.htm (EX-99.3) — 57KB
• dp205022_ex9906.htm (EX-99.6) — 228KB
• dp205022_ex9907.htm (EX-99.7) — 8KB
• image_001.jpg (GRAPHIC) — 2KB
• 0000950103-24-000454.txt ( ) — 417KB

Security and Issuer

Item 1. Security and Issuer. This Schedule 13D (this “ Schedule 13D ”) relates to the common stock, par value $0.01 per share (the “ Common Stock ”) of Carrier Global Corporation, a Delaware corporation (the “ Issuer ”). The principal business address for the Issuer is 13995 Pasteur Boulevard, Palm Beach Gardens, Florida 33418.

Identity and Background

Item 2. Identity and Background This Schedule 13D is being filed by Viessmann Group GmbH & Co. KG, a limited partnership ( Kommanditgesellschaft ) organized under the laws of Germany (“ Viessmann Group KG ”), its sole general partner, Viessmann Komplementär B.V., a limited liability company ( besloten venootschap met beperkte aansprakelijkheid ) organized under the laws of the Netherlands (“ Viessmann GP ”), and managing limited partner, Viessmann Beteiligungs AG, a corporation ( Aktiengesellschaft ) organized under the laws of Switzerland (“ Viessmann LP ”), and Maximilian Viessmann, as a director and the controlling stockholder of each of Viessmann GP and Viessmann LP. 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. As such, Mr. Viessmann is in a position indirectly to determine the investment and voting decisions made by each of Viessmann GP, Viessmann LP and Viessmann Group KG. 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 con

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. On January 2, 2024 (the “ Closing Date ”), the Issuer and Viessmann Group KG consummated the transactions contemplated by that certain share purchase agreement, dated as of April 25, 2023 (the “ Purchase Agreement ”), by and among the Issuer, Blitz F23-620 GmbH (subsequently renamed Johann Purchaser GmbH), a limited liability company ( Gesellschaft mit beschränkter Haftung ) organized under the laws of Germany and a wholly owned subsidiary of the Issuer (“ Purchaser ”) and Viessmann Group KG, pursuant to which Purchaser acquired Viessmann Group KG’s climate solutions business in exchange for a total purchase price of (i) approximately EUR 10.2 billion in cash (the “ Cash Consideration ”) and (ii) 58,608,959 shares of Common Stock (the “ Share Consideration ”). The Purchase Agreement is filed as Exhibit 99.2 hereto and incorporated herein by reference. All holdings in this Schedule 13D are reported as of the close of business on the Closing Date.

Purpose of Transaction

Item 4. Purpose of Transaction The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. Concurrently with the consummation of transactions contemplated by the Purchase Agreement, on the Closing Date, the Issuer and Viessmann Group KG entered into an investor rights agreement (the “ Investor Rights Agreement ”), pursuant to which, among other things and in accordance with the terms and subject to the conditions set forth therein, (i) Viessmann Group KG has the right to nominate one member of the Issuer’s Board of Directors (the “ Board ”) for a period of ten years following the Closing Date, provided that Viessmann Group KG, together with its permitted transferees, continues to hold at least 29,304,480 shares of Common Stock (representing 50% of the Share Consideration received by Viessmann Group KG on the Closing Date pursuant to the Purchase Agreement) (as adjusted for any stock split, reverse stock split, stock dividend, subdivision, reclassification, recapitalization, exchange or similar reorganization of shares). The Investor Rights Agreement provides that, for the time periods specified therein, Viessmann Group KG and its affiliates will vote their shares of Common Stock in favor of the Board’s director nominees and other customary matters as recommended by the Board and will be subject to customary standstill, lockup and transfer restrictions, except that Viessmann Group KG and its affiliates are permitted to acquire additional shares of Common Stock or other voting securities in the Issuer in an aggregate amount not to exceed 13.5% of the total number of voting securities of the Issuer at any time outstanding (in addition to the 58,608,959 shares of Common Stock received by Viessmann Group KG as Share Consideration and reported herein). The Investor Rights Agreement further provides for customary resale, demand and piggyback registration rights subjec

: Interest in Securities of the Issuer

Item 5: Interest in Securities of the Issuer (a)-(b) As of January 2, 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 898,185,159 shares of Common Stock outstanding as of January 3, 2023, according to information provided by the Issuer to the Reporting Persons). As of January 2, 2024, Viessmann Group KG was the record and beneficial owner of 58,608,959 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 Viessmann Group KG. As of January 2, 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 any shares of Common Stock held by any of the Reporting Persons. (c) The information set forth in Items 3 and 4 of this Schedule 13D is incorporated by reference herein. Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected and, to the knowledge of the Reporting Persons, without independent verification, none of the Covered Persons identified in Schedule I hereto has effected any transactions in shares of Common Stock during the past 60 days. (d) Except as disclosed in this Schedule 13D, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock beneficially owned by any of the Reporting

: Contracts, Arrangements, Understandings

Item 6: Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer The information contained in Items 3 and 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 6. Purchase Agreement Immediately after the consummation of the transactions contemplated by the Purchase Agreement, on the Closing Date, the Issuer, Johann Purchaser GmbH and Viessmann Group KG entered into a post-closing amendment to the Purchase Agreement documenting, amongst other things, certain amendments to the carve-out steps agreed under the Purchase Agreement with respect to the climate solutions business. The foregoing description of the post-closing amendment to the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of that amendment, filed as Exhibit 99.3 hereto and incorporated herein by reference. Investor Rights Agreement Concurrently with the consummation of the transactions contemplated by the Purchase Agreement, on the Closing Date, the Issuer and Viessmann Group KG entered into the Investor Rights Agreement. The information set forth in Item 4 of this Schedule 13D is incorporated by reference herein. License Agreement Concurrently with consummation of the transactions contemplated by the Purchase Agreement, on the Closing Date, the Issuer, Viessmann Group KG and Carrier Innovative Technologies GmbH, a limited liability company ( Gesellschaft mit beschränkter Haftung ) organized under the laws of Germany and a wholly owned subsidiary of the Issuer (“ Licensee ”) entered into a license agreement (the “ License Agreement ”), pursuant to which Viessmann Group KG has granted to the Licensee an exclusive, worldwide license to use the “Viessmann” trademarks in connection with the climate solutions business. The Licensee is required to pay an annual royalty for the first five years of the term of t

: Material to be Filed as Exhibits

Item 7: Material to be Filed as Exhibits Exhibit Description Exhibit 99.1 Joint Filing Agreement, dated as of January 9, 2024, by and among 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 2.1 to the current report on Form 8-K filed by Carrier Global Corporation (Commission File No. 001-39220) with the Securities and Exchange Commission on April 26, 2023). 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.*+ 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 10.2 to the current report on Form 8-K filed by Carrier Global Corporation (Commission File No. 001-39220) with the Securities and Exchange Commission on January 2, 2024). 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 10.1 to the current report on Form 8-K filed by Carrier Global Corporation (Commission File No. 001-39220) with the Securities and Exchange Commission on January 2, 2024). 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.*+ Exhibit 99.7 Limited Power of Attorney of Maximilian Viessmann, dated as of January 9, 2024. * Certain exhibits and schedules to this exhibit have been omitted. A copy of all omitted exhibits and s

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View this SC 13D filing on SEC EDGAR