Skip to content
AnalystLens

Ingersoll Rand 8-K Report, Regulation FD Disclosure (Mar 25, 2024)

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed March 25, 2024
Period End
March 25, 2024
Security
IR
In the record · 2017–202610-K910-Q298-K113

IR filed 9 annual reports (10-K), 29 quarterly reports (10-Q) and 113 current reports (8-K) between 2017 and 2026.

  1. Leadership change8-K · Dec ’18Dec ’18
  2. Material agreement8-K · May ’21May ’21
  3. Material agreement8-K · Apr ’23Apr ’23
  4. Leadership change8-K · Oct ’26Oct ’26

01—Abstract

Summary

Summary of the 8-K filed March 25, 2024. Cited figures are marked; the original filing is the authoritative source.

Ingersoll Rand Inc. (NYSE: IR) announced on March 25, 2024 that it has entered into a definitive merger agreement to acquire ILC Dover from affiliates of New Mountain Capital, subject to customary closing conditions, including regulatory approvals, with closing expected in Q2 2024.

The upfront cash purchase price is approximately $2.325 billiona, plus an earnout tied to select 2024 operating efficiency metrics. At maximum payout, the earnout increases the 17x upfront purchase multiple by less than one turn. The press release describes the upfront multiple as approximately 17x 2024E Adjusted EBITDA, with Adjusted EBITDA margins in the mid-30s and a three-year organic revenue CAGR in the mid-teens, and says the deal is immediately accretive to growth and margin rates.

Strategically, ILC Dover would be combined with Ingersoll Rand's life science-focused brands within the Precision and Science Technologies (P&ST) segment to form a life sciences platform with approximately $700 millionb in revenue, led by ILC's CEO Corey Walker, who will join the Ingersoll Rand leadership team. The remaining P&ST businesses, with about $1 billion in revenue, will form a second platform under Santiago Arias Duval. The company says the acquisition expands its addressable market by more than $10 billion, to approximately $65 billion, and that about 75% of ILC's revenue is consumable, like-for-like replacement, or recurring.

Management expects ILC to reach almost $400 millionc in revenue in 2024E and targets a return on invested capital in the high single digits by year three of ownership. The filing furnishes the press release as Exhibit 99.1 under Regulation FD and notes it is not deemed filed under the Exchange Act.

02—Key points

Key Highlights

  1. Agreement to acquire ILC Dover from New Mountain Capital with an upfront cash purchase price of approximately $2.325 billion plus an operating-efficiency earnout tied to 2024 metrics.
  2. Upfront purchase multiple of approximately 17x 2024E Adjusted EBITDA; at maximum earnout payout, the multiple increases by less than one turn.
  3. ILC is expected to generate almost $400 million in revenue in 2024E, with mid-30s Adjusted EBITDA margins and a mid-teens three-year organic revenue CAGR.
  4. New life sciences platform within P&ST of approximately $700 million in revenue, led by ILC CEO Corey Walker, who will join the Ingersoll Rand leadership team.
  5. Addressable market expanded by more than $10 billion to approximately $65 billion; about 75% of ILC revenue is consumable, like-for-like replacement, or recurring.
  6. Management expects ROIC in the high single digits by year three of ownership; the deal is described as immediately accretive to growth and margins.
  7. Transaction is subject to customary regulatory approvals and is expected to close in Q2 2024.

03—Questions

Frequently Asked Questions

  1. What is Ingersoll Rand acquiring and for how much?

    Ingersoll Rand agreed to acquire ILC Dover from affiliates of New Mountain Capital for an upfront cash purchase price of approximately $2.325 billion, plus an earnout tied to select operating efficiency metrics in 2024.

  2. What valuation multiple is the company paying?

    The upfront purchase multiple is approximately 17x 2024E Adjusted EBITDA. At maximum earnout payout, the earnout increases this multiple by less than one turn.

  3. How will ILC Dover fit into Ingersoll Rand's structure?

    ILC will form a life sciences platform within the P&ST segment with Ingersoll Rand's life science brands, with approximately $700 million in revenue. Corey Walker will lead the platform and join the leadership team, reporting to Chairman and CEO Vicente Reynal.

  4. When is the deal expected to close and what are the conditions?

    The transaction is expected to close in Q2 2024 and is subject to customary closing conditions, including regulatory approvals.

  5. What growth and returns does management expect?

    ILC's revenue has grown at a mid-teens organic CAGR over the last three years and is expected to reach almost $400 million in 2024E. Management expects a return on invested capital in the high single digits by year three of ownership.

04—Continue

← View all 8-K filings