Item 7.01 Regulation FD Disclosure.
On September 24, 2021, Trane Technologies plc (the "Company") announced that
Aldrich Pump LLC ("Aldrich") and Murray Boiler LLC ("Murray"), indirect wholly
owned subsidiaries of the Company that initiated bankruptcy proceedings in the
United States Bankruptcy Court for the Western District of North Carolina (the
"Court") on June 18, 2020, are filing on September 24, 2021, a proposed plan of
reorganization (the "Plan") that provides for the creation of a trust pursuant
to section 524(g) of the Bankruptcy Code (the "Section 524(g) Trust") and the
establishment of claims resolution procedures to be used by the Section 524(g)
Trust to resolve all current and future claims against Aldrich and Murray (the
"Asbestos Claims"). The Plan is supported by, and reflects the previously
announced agreement in principle reached with, the legal representative of
future asbestos claimants (the "FCR"). In connection with the filing of the
Plan, Aldrich and Murray are also filing a motion with the Court requesting
authorization to permit Aldrich and Murray to create a $270 million trust (the
"QSF Trust") intended to constitute a qualified settlement fund (within the
meaning of the Treasury Regulations under Section 468B of the Internal Revenue
Code). The funds held in the QSF Trust would be available to provide funding for
the Section 524(g) Trust upon effectiveness of the Plan. If approved by the
Court, the QSF Trust is expected to be funded prior to January 31, 2022.
The committee representing current asbestos claimants (the "ACC") is not a party
to the Plan. Any settlement and its implementation in a plan of reorganization
is subject to the approval of the Court, and there can be no assurance that the
Court will approve the Plan or the motion to establish the QSF Trust on the
terms proposed.
Forward-looking Statements
This Form 8-K includes "forward-looking statements," which are statements that
are not historical facts, including statements regarding bankruptcy proceedings
for Aldrich and Murray and the resolution sought pursuant to those proceedings,
the Plan, the petition to create the QSF Trust and the expected impact of such
proceedings. 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 current expectations. Such factors include,
but are not limited to the risk that Aldrich and Murray may be unable to obtain
necessary Bankruptcy Court approval of the Plan and/or the QSF Trust, the terms
and conditions of any Plan or QSF Trust that is ultimately approved by the
Bankruptcy Court, delays in the confirmation or effective date of a Plan or the
funding of the QSF Trust due to factors beyond the Company's control, the risk
that the ultimate amount required under any final plan of reorganization may
exceed the amounts agreed to with the FCR in this Plan, the risk that the
insurance carriers do not support the Plan, the risk that the ACC objects to the
Plan and/or the motion to establish the QSF Trust, the potential for asbestos
related exposure to extend beyond Aldrich and Murray based on claims by asbestos
plaintiffs, the costs of the Chapter 11 proceedings and the length of time
necessary to resolve the cases, either through settlement or various court
proceedings, and the possibility that Aldrich and/or Murray will be unsuccessful
in attaining the desired relief under Chapter 11. Additional factors that could
cause such differences can be found in our Form 10-K for the year ended December
31, 2020, as well as our subsequent reports on Form 10-Q and other SEC filings.
We assume no obligation to update these forward-looking statements.
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