8-KAcquisitions & DispositionsMaterial AgreementsExhibits & Filings

Trane Technologies plc 8-K Report, Material Agreement (Dec 2, 2013)

Filed December 2, 2013For Securities:TT

Summary

This 8-K filing from Trane Technologies plc (formerly part of Ingersoll Rand plc) details the completion of the spin-off of its commercial and residential security businesses into a new, independent public company named Allegion plc (ALLE). The separation was executed on December 1, 2013, through a dividend-in-specie, where Ingersoll Rand shareholders received Allegion shares based on their existing holdings. The report outlines the material definitive agreements entered into between Trane Technologies and Allegion, which govern their post-separation relationship. These agreements include a Separation and Distribution Agreement, a Tax Matters Agreement, and an Employee Matters Agreement. These documents define the transfer of assets and liabilities, responsibilities for taxes, employee benefits, and ongoing operational interactions, crucial for understanding the financial and operational implications for both newly independent entities.

Key Highlights

  • 1Completion of the spin-off of the commercial and residential security businesses into Allegion plc (ALLE) on December 1, 2013.
  • 2Ingersoll Rand shareholders received Allegion shares via a dividend-in-specie distribution.
  • 3Key agreements governing the post-separation relationship between Trane Technologies and Allegion have been finalized.
  • 4The Separation and Distribution Agreement details the transfer of assets and assumption of liabilities between the two entities.
  • 5The Tax Matters Agreement outlines the allocation of tax liabilities and responsibilities post-spin-off.
  • 6The Employee Matters Agreement addresses the treatment of employees, benefits, and compensation plans.
  • 7Allegion plc began trading independently on the New York Stock Exchange under the ticker 'ALLE'.

Frequently Asked Questions

This filing reports the completion of the spin-off of Trane Technologies' (formerly part of Ingersoll Rand) commercial and residential security businesses into a new, independent company named Allegion plc. This separation was effective on December 1, 2013.

Shareholders of Ingersoll Rand received shares of Allegion plc through a dividend-in-specie. Specifically, one ordinary share of Allegion was issued for every three ordinary shares of Ingersoll Rand held as of the record date of November 22, 2013. Fractional shares were handled by selling them and distributing the net proceeds to eligible shareholders.

The key agreements are the Separation and Distribution Agreement (governing asset/liability transfer and operational separation), the Tax Matters Agreement (addressing tax responsibilities), and the Employee Matters Agreement (dealing with employee-related issues and benefits). These agreements define how the two companies will operate independently while managing their shared past.

The 'as is, where is' clause means that assets are being transferred without any warranties or representations from the transferor regarding their condition, value, or suitability for any purpose. The recipient (either Trane Technologies or Allegion) assumes all risks associated with the acquired assets as they are at the time of transfer, unless otherwise specified in the agreement.