05/31/2023 | Press release | Distributed by Public on 05/31/2023 14:35
31 May 2023
Rebrand to Copeland Reflects 100-Year Legacy of Leadership in HVAC and Refrigeration Technology and Solutions
Sustainable Climate Solutions Leader Positioned for Next Phase of Growth with Enhanced Focus on Innovation to Transform How People Live and Work
Emerson Receives Approximately $9.7 Billion in Upfront, Pre-Tax Cash Proceeds and $2.25 Billion Seller's Note; Retains 40% Common Equity Ownership
NEW YORK and ST. LOUIS, May 31, 2023 - Blackstone (NYSE: BX) and Emerson (NYSE: EMR) today announced that private equity funds managed by Blackstone ("Blackstone") have completed the previously announced acquisition of a majority stake in Emerson's Climate Technologies business in a transaction valuing the business at $14.0 billion. This closing marks a significant milestone in the HVAC and refrigeration (HVACR) industry leader's journey to advance the next generation of climate technologies.
The new standalone business will be named Copeland - building on the brand's 100-year legacy, global recognition and influence across the HVACR industry. As a standalone company focused on serving the global HVACR market, Copeland's product portfolio includes market-leading compressors, controls, thermostats, valves, software and monitoring solutions for residential, commercial and industrial customers. Copeland had fiscal 2022 net sales of $5.0 billion.
"Copeland has long been a pioneer in the HVAC and refrigeration industries with unmatched capabilities in engineering, design and innovation," said Ross B. Shuster, Chief Executive Officer of Copeland. "With the focus that comes from being a standalone company, and the support of our shareholders, Blackstone and Emerson, we plan to extend the company's leadership position in the industry and develop new and integrated climate technology solutions. The Copeland business is made up of over 18,000 talented team members, who are aligned and committed to developing technologies and solutions that drive decarbonization at scale, accelerate the global trend of electrification and deliver greater value for our customers and end users."
Copeland is poised to build on its iconic brand and trusted expertise to shape the future of climate technology. The company's products, expertise and innovation play a key role in improving the energy efficiency of heating and cooling solutions - including the rapidly growing market for electric heat pumps and climate-friendly refrigerants, which are seeing strong demand and global adoption given their potential to reduce the environmental impact and carbon emissions of HVAC systems.
"Copeland has grown into the market leader in supplying critical components for residential, commercial and industrial climate control solutions, and we are thrilled to support its next phase of growth as a world-class standalone company," said Joe Baratta, Global Head of Blackstone Private Equity. "Leveraging Blackstone's long track-record of successful large-scale corporate partnerships, we look forward to working with the Copeland and Emerson teams to accelerate the company's profitable, long-term growth. We're confident in the runway ahead to advance Copeland's industry leading position by delivering even more innovative, energy-efficient solutions to support its customers' carbon reduction efforts."
"We are pleased to complete this significant transaction, an important milestone in Emerson's portfolio transformation into a cohesive global automation leader," said Lal Karsanbhai, President and Chief Executive Officer of Emerson. "The upfront proceeds from this transaction allow Emerson to advance our portfolio in attractive, higher-growth automation markets, while our remaining non-controlling investment enables Emerson to benefit from Copeland's future upside under Blackstone's ownership, until we exit the business. With our focused portfolio, we are bringing comprehensive automation products, software and solutions to a diverse set of end markets, driving operational excellence and enhancing value creation for Emerson shareholders."
Copeland will continue to operate from St. Louis, while maintaining a global footprint to serve customers in Europe, Latin America, Asia, Middle East and Africa.
Learn more about Copeland's sustainable solutions at Copeland.com.
Ownership and Financial Details
Copeland is owned by a joint venture between Blackstone and Emerson. Under the final terms of the purchase agreement, Blackstone will have a controlling ownership interest of 60% of Copeland, up from 55% when the transaction was announced.
Pursuant to the terms of the transaction, Emerson received upfront, pre-tax cash proceeds of approximately $9.7 billion at close, an increase of $0.2 billion from when the transaction was announced given Blackstone's decision to purchase an additional 5% of the common equity. Emerson's continuing investment in the business is composed of a seller's note with a face value of $2.25 billion and 40% non-controlling common equity ownership with a transaction value of $1.7 billion.
Centerview Partners LLC and Goldman Sachs & Co. LLC served as financial advisors to Emerson, and Davis Polk & Wardwell LLP served as legal counsel, and Baker McKenzie LLP served as international legal advisor. Barclays served as lead financial advisor to Blackstone. Guggenheim Securities, LLC and Evercore also provided financial advisory services to Blackstone. The ABL revolver, TLB and Senior Secured Notes were led by Wells Fargo, RBC Capital Markets, LLC and Barclays, respectively. Simpson Thacher & Bartlett LLP acted as legal counsel to Blackstone.
Copeland, a global provider of sustainable climate solutions, combines category-leading brands in compression, controls, software and monitoring for heating, cooling and refrigeration. With best-in-class engineering and design and the broadest portfolio of modulated solutions, we're not just setting the standard for compressor leadership; we're pioneering its evolution. Combining our technology with our smart energy management solutions, we can regulate, track and optimize conditions to help protect temperature-sensitive goods over land and sea, while delivering comfort in any space. Through energy-efficient products, regulation-ready solutions and expertise, we're revolutionizing the next generation of climate technology for the better. For more information, visit Copeland.com.
Blackstone is the world's largest alternative asset manager. We seek to create positive economic impact and long-term value for our investors, the companies we invest in and the communities in which we work. We do this by using extraordinary people and flexible capital to help companies solve problems. Our $991 billion in assets under management include investment vehicles focused on private equity, real estate, public equity, infrastructure, life sciences, growth equity, liquid and private credit, real assets and secondary funds, all on a global basis. Further information is available at www.blackstone.com. Follow @blackstone on LinkedIn, Twitter and Instagram.
Emerson (NYSE: EMR) is a global technology and software company providing innovative solutions for the world's essential industries. Through its leading automation portfolio, including its majority stake in AspenTech, Emerson helps hybrid, process and discrete manufacturers optimize operations, protect personnel, reduce emissions and achieve their sustainability goals. For more information, visit Emerson.com.
Forward-Looking and Cautionary Statements
Statements in this press release that are not strictly historical may be "forward-looking" statements, which involve risks and uncertainties, and none of Blackstone, Emerson or Copeland undertakes any obligation to update any such statements to reflect later developments. These risks and uncertainties include the companies' ability to successfully complete on the terms and conditions contemplated, and the financial impact of, the proposed transactions referenced herein, the scope, duration and ultimate impacts of the COVID-19 pandemic and the Russia-Ukraine conflict, as well as economic and currency conditions, market demand, including related to the pandemic and oil and gas price declines and volatility, pricing, protection of intellectual property, cybersecurity, tariffs, competitive and technological factors, inflation, among others, as set forth in Blackstone and Emerson's most recent Annual Reports on Form 10-K and subsequent reports filed with the SEC.
Jim Golden / Joseph Sala / Tanner Kaufman
Joele Frank, Wilkinson Brimmer Katcher 212-355-4449