Item 1.01 Entry into a Material Definitive Agreement.
On
Transaction Agreements
In connection with the consummation of the RMT, on
• a Transition Services Agreement by and between Trane and
the parties' respective rights and obligations with respect to the provision of certain transition services;
• a Tax Matters Agreement by and among Trane,
Holding Company S.À R.L.,Ingersoll-Rand Services Company ,SpinCo and the Company, which governs the parties' respective rights, responsibilities and obligations with respect to taxes, tax attributes, the preparation and filing of tax returns, responsibility for and preservation of the expected tax-free status of the transactions contemplated by the Separation and Distribution Agreement, dated as ofApril 30, 2019 , by and between Trane andSpinCo (the "Separation Agreement"), including restrictions on certain asset dispositions, mergers or liquidations, issuances of new stock, and the purchase of its outstanding stock by the Company following the merger, and certain other tax matters;
• an Employee Matters Agreement by and among Trane,
governs the parties' respective obligations with respect to current and former employees of the former Industrial segment of Trane (the "Ingersoll Rand Industrial Business") and certain other employee- and employee benefits-related matters;
• a Real Estate Matters Agreement by and between Trane and
the allocation and transfer of real estate between Trane andSpinCo and the colocation of Trane andSpinCo ;
• an Intellectual Property Matters Agreement by and among Trane,
Company, allocating ownership of certain intellectual property primarily relating to the Ingersoll Rand Industrial Business and providing cross-licenses for each ofSpinCo and Trane to use in their respective businesses certain IP owned by such party (excluding trademarks) as of the date on which Trane distributed 100% of the shares ofSpinCo common stock pro rata to Trane's shareholders through the spin-off of the Ingersoll Rand Industrial Business (the "Distribution");
• a Trademark License Agreement by and between
transitional use of the "INGERSOLL RAND" trademarks and any otherSpinCo trademarks used as of the Distribution on a transitional basis, in a manner consistent with past practice and customary "phase out" use, for a period of up to one year following the Distribution for certain uses of such trademarks; and
• certain other transitional commercial agreements.
A summary of the material terms of such agreements is contained under the heading "Additional Agreements Related to the Separation, the Distribution and the Merger" in the Company's Registration Statement on Form S-4 , as amended (Registration No. 333-235748), which was declared effective by theU.S. Securities and Exchange Commission (the "SEC") onJanuary 16, 2020 , and is incorporated herein by reference. In addition, the agreements referred to above are filed as Exhibit 10.1 through Exhibit 10.6 hereto and are incorporated herein by reference.
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Financing Matters
Spinco Term Loan Credit Agreement
In connection with the transactions described above and in Item 2.01 below, on
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Immediately after the consummation of the Merger, approximately 50.1% of the
outstanding shares of Company common stock on a fully-diluted basis was held by
pre-Merger SpinCo stockholders as of the close of business on
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. In addition, the foregoing description of the Merger is qualified in its entirety by reference to the Merger Agreement and the Separation Agreement, copies of which are filed as Exhibit 2.1 and Exhibit 2.2, respectively, hereto, and incorporated herein by reference.
The Company's Registration Statement on Form S-4, as amended (Registration No.
333-235748), which was declared effective by the
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangements or Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Resignations and Appointment of New Directors
Immediately before the effective time of the merger (the "Effective Time"), each
of
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For their service as a directors, each of
Compensation of Certain Officers
On
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year. Change ofName
Effective
Item 8.01 Other Events. Change of Ticker Symbol
In connection with the change of the Company's name, the Company common stock,
which trades on the
Press Release
On
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Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K must be filed.
(b) Pro forma financial information.
The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K must be filed.
(c) Exhibits. Exhibit Description No. 2.1 Agreement and Plan of Merger, dated as ofApril 30, 2019 , by and amongIngersoll-Rand plc ,Gardner Denver Holdings, Inc. ,Ingersoll-Rand U.S. HoldCo, Inc. andCharm Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed byIngersoll-Rand plc onMay 6, 2019 ). 2.2 Separation and Distribution Agreement, dated as ofApril 30, 2019 , by and betweenIngersoll-Rand plc andIngersoll-Rand U.S. HoldCo, Inc. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed byIngersoll-Rand plc onMay 6, 2019 ). 3.1 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation ofGardner Denver Holdings, Inc. (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-8 filed by the registrant onMarch 2, 2020 ). 10.1 Transition Services Agreement, dated as ofFebruary 29, 2020 , by and betweenIngersoll-Rand plc andIngersoll-Rand U.S. HoldCo, Inc. 10.2 Tax Matters Agreement, dated as ofFebruary 29, 2020 , by and amongIngersoll-Rand plc ,Ingersoll-Rand Lux International Holding Company S.À R.L.,Ingersoll-Rand Services Company , Ingersoll-RandU.S. HoldCo, Inc., andGardner Denver Holdings, Inc. 10.3 Employee Matters Agreement, dated as ofFebruary 29, 2020 , by and amongIngersoll-Rand plc ,Ingersoll-Rand U.S. HoldCo, Inc. , andGardner Denver Holdings, Inc. 10.4 Real Estate Matters Agreement, datedFebruary 29, 2020 , by and betweenIngersoll-Rand plc , andIngersoll-Rand U.S. HoldCo, Inc. 10.5 Intellectual Property Matters Agreement, dated as ofFebruary 29, 2020 , by and betweenIngersoll-Rand plc ,Ingersoll-Rand U.S. HoldCo, Inc. , and, solely for the purposes of Section 5.06,Gardner Denver Holdings, Inc. 10.6 Trademark License Agreement, dated as ofFebruary 29, 2020 , by and betweenIngersoll-Rand U.S. HoldCo, Inc. andIngersoll-Rand plc . 99.1 Press Release, datedMarch 1, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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* A list of the exhibits, annexes and schedules to the Agreement and Plan of Merger follows:
Exhibit A Separation and Distribution Agreement Exhibit B Certificate of Incorporation of theSurviving Corporation Exhibit C Voting Agreement Exhibit D Supply Agreement Term Sheet Exhibit E Tender Agreement Term Sheet
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A list of the exhibits, annexes and schedules to the Separation and Distribution Agreement follows:
Exhibit A Form of Transition Services Agreement Exhibit B Form of Tax Matters Agreement Exhibit C Form of Employee Matters Agreement Exhibit D Form of Real Estate Matters Agreement Exhibit E Form of Intellectual Property Matters Agreement Exhibit F Form of Trademark License Agreement Schedule 1.1(59)PFS Group Schedule 2.1(a) Plan of Reorganization Schedule 2.2(a)(i) SpinCo Assets Schedule 2.2(a)(ii)SpinCo Group Schedule 2.2(a)(ix) Excluded items on SpinCo Sites Schedule 2.2(b)(i) Excluded Assets Schedule 2.3(b)(i) Excluded Liabilities Schedule 2.6(b)(iv) Intercompany Contracts which are not being terminated Schedule 2.8(a)(i)Closing Working Capital Schedule 2.13 IT Matters Schedule 6.9(a)(ii) Guarantees
A list of the exhibits, annexes and schedules to the Transition Services Agreement follows:
Exhibit A Services Schedule Exhibit B Excluded Services
A list of the exhibits, annexes and schedules to the Tax Matters Agreement follows:
Schedule I Inactive Businesses Schedule II Specified Shareholders
A list of the exhibits, annexes and schedules to the Employee Matters Agreement follows:
Schedule 2.01(b)(ii) Assumed Contractor Agreements Schedule 3.01(a) SpinCo Employees Schedule 3.03(c) Pension Asset Transfer Methodology Schedule 3.06(c) Nonqualified Plans Schedule 3.11(c) Ordinary Severance Guidelines
A list of the exhibits, annexes and schedules to the Real Estate Matters Agreement follows:
Exhibit 1 Lease Assignment Form Exhibit 2 Sublease Form Schedule 1 Owned and Leased Properties Schedule Schedule 2 Colocation Sites Schedule Schedule 3 Shared Services Properties Schedule
A list of the exhibits, annexes and schedules to the Intellectual Property Matters Agreement follows:
Exhibit A1 Form of Patent Assignment Agreement Exhibit A2 Form of Trademark Assignment Agreement Exhibit A3 Form of Domain Name Assignment Agreement Exhibit A4 Form of Invention Disclosure Assignment Agreement Schedule A SpinCo Patents Schedule B SpinCo IDs Schedule C SpinCo Trademarks Schedule D SpinCo Domain Names Schedule E Moon IP Schedule F Moon Trademarks
A list of the exhibits, annexes and schedules to the Trademark License Agreement follows:
Schedule A Licensed Trademarks
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Caution Concerning Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements regarding the acquisition by the Company of Industrial Rand's Industrial Business. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "forecast," "outlook," "target," "endeavor," "seek," "predict," "intend," "strategy," "plan," "may," "could," "should," "will," "would," "will be," "will continue," "will likely result," or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including , but not limited to, statements regarding the expected timing and structure of the proposed transaction, the ability of the parties to complete the proposed transaction, the expected benefits of the proposed transaction, including future financial and operating results and strategic benefits, the tax consequences of the proposed transaction, and the combined company's plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward looking statements.
These forward-looking statements are based on the Company's current expectations
and are subject to risks and uncertainties, which may cause actual results to
differ materially from the Company's current expectations. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated or
anticipated by such forward-looking statements. The inclusion of such statements
should not be regarded as a representation that such plans, estimates or
expectations will be achieved. Important factors that could cause actual results
to differ materially from such plans, estimates or expectations include, among
others, (1) unexpected costs, charges or expenses resulting from the
transaction, (2) uncertainty of the expected financial performance of the
combined company; (3) failure to realize the anticipated benefits of the
transaction, including as a result of delay in integrating the businesses of the
Company and
Any forward-looking statements speak only as of the date of this Current Report on Form 8-K and its exhibits. The Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
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