CD&R Takes Stake in Resideo Technologies

TL;DR

**CD&R just bought into RESI. Big move incoming.**

AI Summary

CD&R Channel Holdings, L.P. and its group members, CD&R Associates XII, L.P. and CD&R Investment Associates XII, Ltd., have filed a Schedule 13D on June 24, 2024, indicating they have acquired a significant stake in Resideo Technologies, Inc. The filing does not disclose the exact number of shares or dollar amount, but it signifies a substantial investment and potential influence over the company's direction.

Why It Matters

This filing signals a new significant shareholder in Resideo Technologies, potentially leading to changes in corporate strategy, board composition, or operational focus as CD&R seeks to influence the company's performance.

Risk Assessment

Risk Level: medium — The filing indicates a new, significant shareholder with potential influence, which could lead to strategic shifts or activism, introducing uncertainty for existing investors.

Key Players & Entities

• CD&R Channel Holdings, L.P. (company) — Filing entity
• CD&R Associates XII, L.P. (company) — Group member
• CD&R Investment Associates XII, Ltd. (company) — Group member
• Resideo Technologies, Inc. (company) — Subject company
• Clayton, Dubilier & Rice, LLC (company) — Associated firm
• Rima Simson (person) — Contact person

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 500,0
• $500,000,000 — d by CD&R Holdings on June 14, 2024 was $500,000,000. CD&R Holdings funded the acquisition o
• $1.4 billion — ap One ), to acquire, for approximately $1.4 billion (inclusive of net debt), all of the iss
• $1,000 — of $500,000,000, at a purchase price of $1,000 per share. Such Preferred Stock may be
• $75,000,000 — pected to be at least the lesser of (i) $75,000,000 and (ii) the aggregate gross proceeds f
• $400,000,000 — ursuant to which CD&R Holdings borrowed $400,000,000 (the Term Loan ). The Term Loan is secu

Filing Documents

• d857888dsc13d.htm (SC 13D) — 97KB
• d857888dex991.htm (EX-99.1) — 6KB
• d857888dex995.htm (EX-99.5) — 528KB
• 0001193125-24-167017.txt ( ) — 633KB

From the Filing

SC 13D 1 d857888dsc13d.htm SC 13D SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* Resideo Technologies, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 76118Y104 (CUSIP Number) CD&R Channel Holdings, L.P. c/o Clayton, Dubilier & Rice, LLC Attention: Rima Simson 375 Park Ave, New York NY 10152 (212) 407-5227 with a copy to: Richard J. Campbell, P.C. Sophia Hudson, P.C. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Telephone: 212 446 4800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 14, 2024 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 76118Y104 1. NAME OF REPORTING PERSON CD&R CHANNEL HOLDINGS, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)(b) 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS Number of Shares Beneficially Owned by Each Reporting Person With 7. SOLE VOTING POWER 8. SHARED VOTING POWER 18,573,551 (1) 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 18,573,551 (1) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,573,551 (1) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% (2) 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN 1 The reported securities represent shares of common stock (the Common Stock ) that are issuable upon the conversion (based on an initial conversion price of $26.92), at the option of the holder, of 500,000 shares of Series A Cumulative Convertible Participating Preferred Stock (the Preferred Stock ) held directly by the reporting person. 2 Calculated using a fraction, the numerator of which is the number of shares of Common Stock described in footnote (1) above and the denominator of which is 164,613,798, which is equal to the sum of 146,040,247 shares of Common Stock outstanding, as disclosed by the Issuer to the Reporting Persons on May 8, 2024, plus the number of shares of Common Stock issuable upon conversion of the Preferred Stock held by the Reporting Persons. CUSIP No. 76118Y104 1. NAME OF REPORTING PERSON CD&R INVESTMENT ASSOCIATES XII, LTD. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)(b) 3. SEC USE ONLY 4. SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS Number of Shares Beneficially Owned by Each Reporting Person With 7. SOLE VOTING POWER 8. SHARED VOTING POWER 18,573,551 (1) 9. SOLE DISPOSITIVE POWER 10. SHARED DISPOSITIVE POWER 18,573,551 (1) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,573,551 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% (2) 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO 1 The reported securities represents shares of Common Stock that are issuable upon the conversion, at the option of the holder, of 500,000 shares of Preferred Stock, based on an initial conversion price of $26.92 per share. 2 Calculated using a fraction, the numerator of which is the number of shares of Common Stock described in footnote (1) above and the denominator of which is 164,613,798, which is equal to the sum of 146,040,247 shares of Common Stock outstanding, as disclosed by the Issuer to the Reporting Persons on May 8,

View Full Filing

View this SC 13D filing on SEC EDGAR