8-KOther EventsExhibits & Filings

Trane Technologies plc 8-K Report, Corporate Update (Feb 14, 2020)

Filed February 14, 2020For Securities:TT

Summary

This 8-K filing from Trane Technologies plc (formerly Ingersoll-Rand plc) on February 14, 2020, primarily serves to announce the record date for the previously announced spin-off of Ingersoll Rand's industrial segment. This segment will be distributed to shareholders and then immediately merge with Gardner Denver Holdings, Inc. The effective date for this significant corporate restructuring is anticipated to be February 29, 2020, subject to certain closing conditions, including Gardner Denver shareholder approval. Investors should note that this event marks a pivotal moment in the company's strategic realignment, creating a new, combined entity focused on specific industrial operations. The filing emphasizes that this is a crucial step towards the completion of the transaction and encourages shareholders to review detailed information available through SEC filings and company websites. The report also includes standard forward-looking statements and risk disclosures relevant to this merger and spin-off process.

Key Highlights

  • 1Ingersoll-Rand plc has set February 24, 2020, as the record date for the spin-off of its industrial segment.
  • 2The industrial segment will be distributed to Ingersoll Rand shareholders as a separate entity (Ingersoll Rand Industrial).
  • 3Immediately following the spin-off, Ingersoll Rand Industrial will merge with Gardner Denver Holdings, Inc. (Gardner Denver).
  • 4The merger will result in Ingersoll Rand Industrial shareholders receiving Gardner Denver common stock.
  • 5The spin-off and merger are targeted for completion on February 29, 2020, contingent on remaining conditions.
  • 6Gardner Denver shareholder approval is a key condition for the transaction's completion.
  • 7The filing incorporates by reference a press release from Ingersoll-Rand dated February 14, 2020, detailing these events.

Frequently Asked Questions

The main purpose of this 8-K filing is to officially announce the record date (February 24, 2020) for the spin-off of Ingersoll-Rand's industrial segment and to provide an update on the expected completion date for this spin-off and subsequent merger with Gardner Denver Holdings, Inc.

If you are an Ingersoll Rand shareholder as of the record date (February 24, 2020), you will receive shares of common stock of Ingersoll Rand Industrial. This newly spun-off entity will then merge with Gardner Denver, and you will receive Gardner Denver common stock in exchange for your Ingersoll Rand Industrial shares.

The spin-off and merger are expected to be completed on February 29, 2020. However, this is subject to the satisfaction or waiver of customary closing conditions, including the approval of the transaction by Gardner Denver's stockholders.

Additional information, including a registration statement and a proxy statement, has been filed with the SEC. These documents can be obtained free of charge from the SEC's website (www.sec.gov) or from the respective websites of Ingersoll Rand and Gardner Denver once they become available.