CD&R Amends Resideo Holdings Filing

TL;DR

CD&R updated its Resideo filing, group members changed. Watch for more.

AI Summary

CD&R Channel Holdings, L.P. filed an amendment to its Schedule 13D on November 27, 2024, regarding its holdings in Resideo Technologies, Inc. The filing indicates a change in the group members associated with CD&R Associates XII, L.P. and CD&R Investment Associates XII, Ltd. The specific details of the change in beneficial ownership or the exact number of shares held are not explicitly stated in this excerpt.

Why It Matters

This amendment signals a potential shift or clarification in the investment strategy or structure of CD&R concerning Resideo Technologies, which could impact the company's stock performance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings by significant investors like CD&R can indicate changes in strategy or ownership, potentially leading to market volatility.

Key Players & Entities

• CD&R Channel Holdings, L.P. (company) — Filer of the Schedule 13D/A
• Resideo Technologies, Inc. (company) — Subject company of the filing
• CD&R Associates XII, L.P. (company) — Group member mentioned in the filing
• CD&R Investment Associates XII, Ltd. (company) — Group member mentioned in the filing
• Rima Simson (person) — Contact person at CD&R

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securiti
• $26.92 — based on an initial conversion price of $26.92), at the option of the holder, of 498,5
• $1,000 — ain individual, at a price equal to the $1,000 per share liquidation preference, in re
• $1,800,000 — of Preferred Stock that does not exceed $1,800,000. Master Confirmation Agreement On N

Filing Documents

• d840516dsc13da.htm (SC 13D/A) — 103KB
• d840516dex997.htm (EX-99.7) — 8KB
• d840516dex998.htm (EX-99.8) — 25KB
• d840516dex999.htm (EX-99.9) — 147KB
• 0001193125-24-267221.txt ( ) — 285KB

of the Schedule 13D is hereby amended and restated as follows

Item 2 of the Schedule 13D is hereby amended and restated as follows. (a)-(c) This Schedule 13D is filed jointly on behalf of (i) CD&R Channel Holdings II, L.P., a Cayman Islands exempted limited partnership ( CD&R Holdings II and, together with CD&R Holdings, CD&R Investment Associates and CD&R Associates, the Reporting Persons ), (ii) CD&R Holdings, (iii) CD&R Investment Associates and (iv) CD&R Associates. The Reporting Persons have entered into a Joint Filing Agreement, dated as of November 27, 2024, a copy of which is attached hereto as Exhibit 99.7. The address for each of the Reporting Persons is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands, British West Indies. The shares of Preferred Stock are held directly by CD&R Holdings, which is wholly owned by CD&R Holdings II. CD&R Investment Associates is the general partner of CD&R Holdings II and CD&R Associates. Investment and voting decisions with respect to the securities are made by an investment committee of limited partners of CD&R Associates. To the knowledge of the Reporting Persons, the name, business address, citizenship, and principal occupation or employment of each director and officer of each of the Reporting Persons, and any other information concerning the Reporting Persons and other persons and entities as to which such information is required to be disclosed in response to General Instruction C to Schedule 13D are set forth in Schedule A to the Schedule 13D and incorporated herein by this reference. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, dec

of the Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof

Item 3 of the Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof. The purchase of shares of Common Stock contemplated to be made by CD&R Holdings II pursuant to the Master Confirmation Agreement (as defined below in Item 4. Purpose of Transaction.) is expected to be made using one of more of the Reporting Persons or their respective affiliates cash on hand from capital contributions from its partners and cash dividends received in respect of Preferred Stock. The amount of funds to purchase shares of Common Stock pursuant to the Master Confirmation Agreement will be up to a specified cap amount for each portion of shares of Common Stock to be purchased under the Master Confirmation Agreement and relevant trade notification (each, a Tranche ), which payment obligations are guaranteed by Clayton, Dubilier & Rice Fund XII, L.P. and certain of its affiliated funds. Item4. Purpose of Transaction.

of the Schedule 13D is hereby amended and restated as follows

Item 4 of the Schedule 13D is hereby amended and restated as follows. As of the date of this filing, pursuant to the Investment Agreement among the Issuer, CD&R Holdings and Clayton, Dubilier & Rice Fund XII, L.P. (solely for the purpose of the limited provisions therein) (the Investment Agreement ) and the Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Participating Preferred Stock of the Issuer (the Certificate of Designations ) (each, as described below in Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.), the Issuers board of directors (the Board) has appointed the Purchaser Designees (as defined in the Investment Agreement), Nathan K. Sleeper, the Chief Executive Officer of Clayton, Dubilier & Rice, LLC ( CD&R ), and John Stroup, a partner of CD&R, to serve as directors of the Issuer until the 2025 annual meeting of stockholders of the Issuer. In their capacity as directors of the Issuer, Messrs. Sleeper and Stroup or any successor Purchaser Designee may take an active role in working with the Issuers management on operational, financial and strategic initiatives. On November 27, 2024, CD&R Holdings II entered into an agreement (the Master Confirmation Agreement ) with UBS AG, London Branch ( UBS ), represented by UBS Securities LLC as its agent, pursuant to which CD&R Holdings II has agreed to purchase shares of Common Stock from UBS, as further described in Item 6 below. Other than as described above or in Item 6, each of the Reporting Persons reports that neither it nor, to its knowledge, any of the other persons named in Item 2 of this Schedule 13D, currently has any plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(j) of this Schedule 13D, although each Reporting Person expects to evaluate on an ongoing basis the Issuers financial condition and prospects and its interest in, and intentions with respect to, a va

of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof. Joint Filing Agreement A Joint Filing Agreement, dated November 27, 2024, by and among the Reporting Persons has been executed by the Reporting Persons, a copy of which is attached hereto as Exhibit 99.7 and is incorporated herein by reference. Term Loan Amendment In connection with the sale of 1,500 shares of Preferred Stock described in Item 5, on October 16, 2024, CD&R Holdings entered into the first amendment to the term loan agreement, dated June 14, 2024 (the Term Loan Amendment ), with Wells Fago Bank, N.A., as administrative agent and collateral agent, and the lenders from time to time party thereto (the Term Loan Agreement ). The Term Loan Amendment provides that the mandatory prepayment provision of the Term Loan Agreement in respect of any sale, transfer or other disposition of shares of Preferred Stock by CD&R Holdings shall be waived for any sale, transfer or disposition of shares of Preferred Stock that does not exceed $1,800,000. Master Confirmation Agreement On November 27, 2024, CD&R Holdings II entered into the Master Confirmation Agreement with UBS, represented by UBS Securities LLC as its agent, pursuant to which CD&R Holdings II has agreed to purchase shares of Common Stock from UBS. The Master Confirmation Agreement and related trade notifications provide for the purchase from time to time by CD&R Holdings II from UBS of a number of shares of Common Stock to be determined pursuant to formulas specified therein. The aggregate number of such shares of Common Stock pursuant to such formulas is based on purchases of up to a specified cap amount for each Tranche and subject to a maximum number of shares that, when taken together with the total number of shares of Common Stock beneficially owned by CD&R Holdings II and its affiliates (the CD&R Investors ), including shares of Common Stock issuable upon conversion of shares of Preferre

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 27, 2024 CD&R CHANNEL HOLDINGS II, L.P. By: CD&R Investment Associates XII, Ltd., its general partner By: /s/ Rima Simson Name: Rima Simson Title: Vice President, Treasurer and Secretary CD&R CHANNEL HOLDINGS, L.P. By: CD&R Channel Holdings II GP, Ltd., its general partner By: /s/ Rima Simson Name: Rima Simson Title: Director CD&R INVESTMENT ASSOCIATES XII, Ltd. By: /s/ Rima Simson Name: Rima Simson Title: Vice President, Treasurer and Secretary CD&R ASSOCIATES XII, L.P. By: CD&R Investment Associates XII, Ltd., its general partner By: /s/ Rima Simson Name: Rima Simson Title: Vice President, Treasurer and Secretary SCHEDULE A The business address for each of the persons listed below is c/o Clayton, Dubilier & Rice, LLC, 375 Park Avenue, 18th Floor, New York, New York 10152, and the business telephone number of each such person is 212-407-5200. Name Title/Principal Occupation or Employment Citizenship Donald J. Gogel Mr. Gogel is a director and officer of CD&R Investment Associates XII, Ltd. United States of America Nathan K. Sleeper Mr. Sleeper is a director and officer of CD&R Investment Associates XII, Ltd. United States of America Jillian C. Griffiths Ms. Griffiths is an officer of CD&R Investment Associates XII, Ltd. United States of America David A. Novak Mr. Novak is an officer of CD&R Investment Associates XII, Ltd. United States of America Richard J. Schnall Mr. Schnall is an officer of CD&R Investment Associates XII, Ltd. United States of America Rima Simson Ms. Simson is an officer of CD&R Investment Associates XII, Ltd. United States of America

View Full Filing

View this SC 13D/A filing on SEC EDGAR