Blackstone Completes Acquisition of Majority Stake of Copeland, Formerly Emerson Climate Technologies

Blackstone and Emerson 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.

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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.”

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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.

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.

Advisors
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.

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