8-KRegulation FDOther EventsExhibits & Filings

Trane Technologies plc 8-K Report, Regulation FD Disclosure (Aug 8, 2011)

Filed August 8, 2011For Securities:TT

Summary

This 8-K filing from Ingersoll-Rand plc (now Trane Technologies plc) on August 8, 2011, announces a significant divestiture: the sale of its Hussmann business. The company entered into a Stock Purchase Agreement to sell the Hussmann Business, which includes refrigerated display case equipment and related service/installation operations in various international locations, to Hussmann Acquisition Inc., an entity affiliated with Clayton, Dubilier & Rice, LLC (CD&R). The transaction involves a cash component of $370 million and a retained equity stake in the newly formed Hussmann Parent Inc. Ingersoll-Rand will initially hold 40% of Hussmann Parent's outstanding capital stock, while CD&R will hold 60% through preferred stock. The filing details the terms of the sale, including potential adjustments for working capital, customary closing conditions, and termination provisions. This strategic move signals a focus on core operations and aims to streamline the company's portfolio.

Key Highlights

  • 1Ingersoll-Rand plc (IR) agreed to sell its Hussmann business, which includes refrigerated display case equipment and service operations in the U.S., Canada, Mexico, Chile, Australia, New Zealand, and Japan.
  • 2The sale is structured as a Stock Purchase Agreement with Hussmann Acquisition Inc., an affiliate of Clayton, Dubilier & Rice, LLC (CD&R).
  • 3The total consideration includes $370 million in cash and a retained equity stake in the newly formed Hussmann Parent Inc.
  • 4Following the transaction, IR will own 40% of Hussmann Parent's stock (common stock), while CD&R will own 60% (preferred stock, convertible).
  • 5The agreement includes customary representations, warranties, and covenants, along with a $30 million termination fee under specific circumstances.
  • 6IR has agreed not to compete with the Hussmann Business for three years post-closing, subject to certain exceptions.
  • 7The filing also reaffirms Ingersoll-Rand's previously issued guidance for the remainder of 2011.

Frequently Asked Questions

This 8-K filing announces Ingersoll-Rand plc's agreement to sell its Hussmann business to an affiliate of Clayton, Dubilier & Rice, LLC (CD&R). It details the terms of the sale, the consideration involved, and the retained equity structure.

The Hussmann Business includes the refrigerated display case equipment business in the U.S. and Canada, certain service and installation business branches in the U.S., and the equipment, service, and installation businesses in Mexico, Chile, Australia, New Zealand, and Japan.

The transaction involves $370 million in cash and Ingersoll-Rand retaining a 40% ownership stake (common stock) in the newly formed Hussmann Parent Inc., with CD&R owning the remaining 60% (preferred stock).

Yes, the sale is subject to customary conditions like the absence of a Material Adverse Effect on the Hussmann Business and antitrust clearance. Additionally, Ingersoll-Rand has agreed to a three-year non-compete clause with certain exceptions.