UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 15, 2019
INGERSOLL-RAND PUBLIC LIMITED COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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Ireland (State or Other Jurisdiction of Incorporation) | 001-34400 (Commission File Number) | 98-0626632 (IRS Employer Identification No.) |
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170/175 Lakeview Dr. Airside Business Park Swords, Co. Dublin Ireland (Address of principal executive offices, including zip code) |
+(353) (0) 18707400
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Ordinary Shares, | IR | New York Stock Exchange |
| Par Value $1.00 per Share | | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 7.01 Regulation FD Disclosure.
Ingersoll-Rand plc (the “Company”) expects that its previously announced acquisition of Precision Flow Systems (PFS) will close today (Wednesday, May 15, 2019). The February 11, 2019 announcement containing more information about the deal and about PFS can be accessed on the Company’s website.
As previously announced, on March 21, 2019, the Company issued $1.5 billion principal amount of senior notes primarily to fund the acquisition of PFS. In connection with the debt issuance, the Company expects to increase its interest expense on an annualized basis by approximately $60 million per year (before tax costs). Since the financing occurred in March, interest expense for 2019 is expected to increase by approximately $47 million.
The Company intends to update 2019 guidance in relation to the PFS acquisition in connection with its Q2 earnings call.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | INGERSOLL-RAND PUBLIC LIMITED COMPANY |
| | | (Registrant) |
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| Date: May 15, 2019 | | /s/ Evan M. Turtz |
| | | Evan M. Turtz |
| | | Senior Vice President and General Counsel
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