Item 1.01 Entry into a Material Definitive Agreement.
On June 18, 2021, Trane Technologies Holdco Inc. ("TTH"), Trane Technologies
Global Holding Company Limited ("TT Global") and Trane Technologies Financing
Limited ("TTFL" and, together with TT Global and TTH, the "Borrowers"), Trane
Technologies plc ("TT Parent"), Trane Technologies Lux International Holding
Company S.à r.l. ("TT Lux Holding Company"), Trane Technologies Irish Holdings
Unlimited Company ("Irish Holdings"), Trane Technologies Company LLC ("TTC" and,
together with TT Parent, Irish Holdings and TT Lux Holding Company, the
"Guarantors"), JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank,
N.A., as Syndication Agent, J.P. Morgan Securities LLC and BNP Paribas,
as Sustainability Structuring Agents, Deutsche Bank Securities Inc., Goldman
Sachs Bank USA, MUFG Bank, Ltd. and U.S. Bank National Association as
Documentation Agents, and JPMorgan Chase Bank, N.A., Citibank, N.A., BofA
Securities, Inc., BNP Securities Corp. and Mizuho Bank, Ltd., as joint lead
arrangers and joint bookrunners, and certain lending institutions from time to
time parties thereto, entered into a new $1 billion senior unsecured revolving
credit agreement (the "2021 Revolving Credit Agreement"). The 2021 Revolving
Credit Agreement has a term through June 18, 2026. The proceeds of the 2021
Revolving Credit Agreement will be used (i) for working capital purposes of TT
Parent, any of the Borrowers and their respective subsidiaries, (ii) to support
the commercial paper programs of any of the Borrowers and any additional
borrowers and (iii) for other general corporate purposes of TT Parent, any of
the Borrowers and their respective subsidiaries.
All obligations under the 2021 Revolving Credit Agreement will be guaranteed on
a senior basis by the Guarantors and each Borrower will guarantee the
obligations under the 2021 Revolving Credit Agreement of the other Borrower. The
2021 Revolving Credit Agreement contains negative and affirmative covenants and
events of default customary for credit facilities of this type.
The terms of the 2021 Revolving Credit Agreement also include annual price
adjustments linked to the Company's performance against two sustainability
commitments: a reduction in greenhouse gas intensity and an increase in the
percentage of women in management.
The foregoing description of the 2021 Revolving Credit Agreement is included to
provide information regarding its terms. It does not purport to be a complete
description and is qualified in its entirety by reference to the full text of
the 2021 Revolving Credit Agreement, which is filed as Exhibit 10.1 hereto and
is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
Effective June 18, 2021, the Borrowers and the Guarantors terminated the Credit
Agreement dated June 4, 2020 among Trane Technologies Holdco Inc., Trane
Technologies Global Holding Company Limited and Trane Technologies Luxembourg
Finance S.A., Trane Technologies plc, Trane Technologies Lux International
Holding Company S.à r.l., Trane Technologies Irish Holdings Unlimited Company,
Trane Technologies Company LLC, JPMorgan Chase Bank, N.A., as Administrative
Agent, Citibank, N.A., as Syndication Agent, Deutsche Bank Securities Inc.,
Goldman Sachs Bank USA and MUFG Bank, Ltd., as Documentation Agents, and
JPMorgan Chase Bank, N.A., Citibank, N.A., BofA Securities, Inc., BNP Securities
Corp. and Mizuho Bank, Ltd., as joint lead arrangers and joint bookrunners, and
certain lending institutions from time to time parties thereto (the "2020
Revolving Credit Agreement"). The 2020 Revolving Credit Agreement was a $1
billion senior unsecured revolving credit agreement that was due to expire in
2022. The 2021 Revolving Credit Agreement replaced the 2020 Revolving Credit
Agreement.
Item 2.03 Termination of a Material Definitive Agreement.
The information in Item 1.01 is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
10.1 Credit Agreement dated June 18, 2021 among Trane Technologies Holdco Inc.,
Trane Technologies Global Holding Company Limited and Trane Technologies
Financing Limited, Trane Technologies plc, Trane Technologies Lux
International Holding Company S.à r.l., Trane Technologies Irish Holdings
Unlimited Company, Trane Technologies Company LLC, JPMorgan Chase Bank, N.A.,
as Administrative Agent, Citibank, N.A., as Syndication Agent, J.P. Morgan
Securities LLC and BNP Paribas, as Sustainability Structuring Agents,
Deutsche Bank Securities Inc., Goldman Sachs Bank USA, MUFG Bank, Ltd. and
U.S. Bank National Association as Documentation Agents, and JPMorgan Chase
Bank, N.A., Citibank, N.A., BofA Securities, Inc., BNP Securities Corp. and
Mizuho Bank, Ltd., as joint lead arrangers and joint bookrunners, and certain
lending institutions from time to time parties thereto
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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