Filed by Gardner Denver Holdings, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Gardner Denver Holdings, Inc.
SEC File No.: 001-38095
Date: April 30, 2019
Ingersoll Rand and Gardner Denver Announce a Compelling Transaction April 30, 2019
Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between Gardner Denver Holdings, Inc. (“Gardner Denver”) and Ingersoll-Rand plc (“Ingersoll Rand” and, together with Gardner Denver, the “Companies”). 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 Companies’ current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from the Companies’ 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) that one or more closing conditions to the transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the stockholders of Gardner Denver may not be obtained;(2) the risk that the proposed transaction may not be completed on the terms or in the time frame expected by Ingersoll Rand or Gardner Denver, or at all, (3) unexpected costs, charges or expenses resulting from the proposed transaction, (4) uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; (5) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the businesses of Gardner Denver and Ingersoll Rand Industrial, or at all, (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in the combined company and ClimateCo achieving revenue and cost synergies; (8) inability of the combined company and ClimateCo to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the proposed transaction; (10) the risk that stockholder litigation in connection with the proposed transaction or other settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability, (11) evolving legal, regulatory and tax regimes; (12) changes in general economic and/or industry specific conditions; (13) actions by third parties, including government agencies; and (14) other risk factors detailed from time to time in Ingersoll Rand and Gardner Denver’s reports filed with the SEC, including Ingersoll Rand and Gardner Denver’s most recent annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC. The foregoing list of important factors is not exclusive.Any forward-looking statements speak only as of the date of this communication. Neither Ingersoll Rand nor Gardner Denver undertakes 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.2
Non-GAAP Financials Included in this presentation are certain non-GAAP financial measures, including EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Margin, and Organic Revenue, designed to supplement, and not substitute for, the financial information presented in accordance with generally accepted accounting principles in the United States of America because management believes such measures are useful to investors.The Companies have not reconciled the forward-looking Adjusted EBITDA guidance included in this presentation to the most directly comparable GAAP financial measure because this cannot be done without unreasonable effort due to the high variability, complexity and low visibility with respect to amounts for impairments, restructuring costs, acquisition related expenses, income taxes and other non-cash expenses and adjusting items which are excluded from the calculation of Adjusted EBITDA. For the same reasons, the Companies are unable to address the probable significance of the unavailable information, which could have a potentially unpredictable, and potentially significant, impact on its future GAAP financial results.Certain financial measures and other information have been adjusted for the proposed transaction between Gardner Denver and Ingersoll Rand and transactions related thereto and Ingersoll Rand’s pending acquisition of Precision Flow Systems. When presenting such information, the amounts are identified as “Pro forma.” The Pro forma financial measures are based on preliminary estimates, accounting judgments and currently available information and assumptions that management believes are reasonable. Accordingly, the Pro forma financial data is not necessarily indicative of IndustrialCo’s or ClimateCo’s financial position or results of operations had the transactions described above for which we are giving Pro forma effect actually occurred on the dates indicated. 3
Today’s Presenters 4 Michael LamachChairman and CEO Susan CarterSVP and CFO Vicente ReynalCEO Neil SnyderCFO
Transaction OverviewMichael Lamach | Chairman and CEO, Ingersoll Rand
Unlocking Significant Shareholder Value:Formation of Two Industry-Leading Global Companies 6 Overview of Today’s Announcement Definitive agreement to combine Ingersoll Rand Industrial segment and Gardner Denver, creating premier Industrial company Remaining Ingersoll Rand businesses to become a leading pure-play climate solutions company focused on HVAC & transport refrigeration Reverse Morris Trust transaction, expected to be tax-free to Ingersoll Rand and GardnerDenver shareholders Compelling opportunity to unlock significant value for all stakeholders through formation of two global leaders in their respective sectors ~$6.6BPro Forma Revenue1 ~$1.6BPro FormaAdj. EBITDA1 ~$12.9BPro Forma Revenue²~$2.0BPro Forma Adj. EBITDA² IndustrialCo3 ClimateCo3 Global leader in mission-critical flow creation and industrial technologies with a full suite of products to meet customer needsCompany intends to take Ingersoll Rand name; Gardner Denver CEO Vicente Reynal to serve as CEOCombines highly complementary, premium industrials with strong operating platforms and exposure to secular growth trends and diverse end markets Global leader in climate control solutions for buildings, homes and transportationExpected new name and stock ticker; Michael Lamach continues to serve as Chairman and CEOWell positioned for global sustainability megatrends with greater focus, more targeted investments and a simplified business model 1 Presented on a 2019E basis. Pro forma for pending Precision Flow Systems (“PFS”) acquisition. Pro forma may not sum due to rounding. EBITDA is pro forma for anticipated cost synergies of ~$250M that we expect to realize by the end of year 3 after closing. We expect to incur ~$450M of expense in connection with both achieving these cost synergies and the associated separation.² Presented on a 2019E basis. Pro forma is based on the mid-point of the company’s January 2019 guidance. EBITDA is pro forma $100M of run-rate stranded cost takeout.3 IndustrialCo refers to the combined Gardner Denver and Ingersoll Rand Industrial segment, including the pending PFS acquisition, following the closing of the transaction and ClimateCo refers to the remaining Ingersoll Rand business.
7 ClimateCo Name:Expected to be renamed with new stock tickerLeading market positions with franchise brands, including Trane and Thermo KingManagement:Michael Lamach, Chairman & CEO (current Ingersoll Rand Chairman & CEO)Board of Directors to retain current membership IndustrialCo Structure &Consideration Ingersoll Rand Industrial segment to combine with Gardner Denver in a tax efficient transaction valued at approximately $15B– ClimateCo receives $1.9B of cash proceeds and existing Ingersoll Rand shareholders receive approximately 210M1 newly issued IndustrialCo shares valued at $5.8B2 Transaction to be structured as Reverse Morris TrustIndustrialCo will be 50.1% owned by existing Ingersoll Rand shareholders, who retain 100% ownership of ClimateCo; Gardner Denver shareholders will retain 49.9% ownership of IndustrialCoName:Intends to take Ingersoll Rand name and listing (NYSE: IR)Combined Ingersoll Rand Industrial segment (including pending acquisition of PFS) and Gardner DenverOperates a diverse portfolio of iconic brands, including Gardner DenverManagement:Vicente Reynal, CEO (current CEO of Gardner Denver) and leaders from both companiesPete Stavros, Chairman of the Board (current Chairman of Gardner Denver)Board composed of seven Gardner Denver and three Ingersoll Rand designated directors Timing Expected to close by early 2020Subject to regulatory approvals, Gardner Denver stockholder approval and customary closing conditions 1 Based on Gardner Denver fully diluted share count of 209.1M as of 4/26/19.2 Based on the 5-day VWAP of $27.75 as of 4/26/19. Transaction Summary
Transaction Benefits for Gardner Denver and Our Shareholders Vicente Reynal | CEO, Gardner Denver
IndustrialCo: Diversified Global Leader in Mission-Critical Flow Creation and Industrial Products 1 Presented on a 2019E basis. Pro forma for pending Precision Flow Systems (“PFS”) acquisition. EBITDA is pro forma for anticipated cost synergies of ~$250M that we expect to realize by the end of year 3 after closing. We expect to incur ~$450M of expense in connection with both achieving these cost synergies and the associated separation.9 Strong Recurring Service and Aftermarket Platform World-Class Operating Platform Fueled by a Talented Global Workforce Compelling Value Creation through $250M of Expected Cost Synergies with Incremental Revenue Growth Opportunities Enhances End Market Balance and Diversity ~$6.6BPro FormaRevenue1 ~$1.6BPro Forma Adj. EBITDA1 1 Provides Greater Scale and Reach through Leading Brands and MarketPosition 2 3 Broadens Portfolio of Technologies and Solutions 4 5 6
39% 61% FY 2018 34% 52% Gardner Denver is a ~$2.7B Premier Industrials Flow Creation Company 10 Key Financial Metrics (FY2019E)¹ Business Highlights Revenue ~$2.7B Adj. EBITDA ~$0.7B Adj. EBITDA Margin ~25% Medical (~10%) Geographic Mix² Revenue Mix Broad range of gas pumps, liquid pumps and liquid handling solutions for a variety of medical, laboratory and life sciences applications Highly engineered frac and drilling pumps and associated aftermarket parts, consumables and services for oil and gas development operationsMid/Downstream (~17%) Highly engineered vacuum, compression and fluid transfer technology designed for continuous use in harsh process-driven applications and end markets Industrial (~48%)Broad range of air compression, vacuum, blower and fluid products, including associated aftermarket parts, consumables and services, across a wide array of technologies and applications for use in diverse end marketsEnergy (~42%)Upstream (~25%) 14% APAC EMEA Americas Aftermarket Original Equipment FY 20181 Presented on an as-reported 2019E basis.² Percentage of revenue.
24% 17% 59% Ingersoll Rand Industrial is a Highly Strategic and Additive Asset-Rich Portfolio 11 Key Financial Metrics (FY 2019E)1,2 Business Highlights Revenue ~$3.8B Adj. EBITDA ~$0.7B Adj. EBITDA Margin ~18% Geographic Mix1,3 Revenue Mix1 1 Pro forma for pending PFS acquisition.2 Presented on an as-reported 2019E basis.³ Percentage of revenue.⁴ Pending PFS acquisition, expected to close by mid-2019, includes Milton Roy®, LMI®, Haskel®, BuTech®, Dosatron®, YZ Systems®, Williams® and Hartell®. Efficient and reliable personal transportation solutions for consumer, golf, commercial, institutional and resort uses; connected cars and digital fleet management systems Fluid Management (incl. pending PFS acquisition4) (~15%) Highly engineered air, electric, diaphragm and piston pump technology and specialty metering, dosing and flow control systems and service for water, food & beverage, pharma, chemical, agriculture and other process industries Power Tools and Material Handling (~10%) Durable tools, hoists, winches and ergonomic systems for precision fastening, drilling and lifting in assembly, industrial, construction, energy and vehicle service markets Compression Technologies & Services (~57%)Complete range of centrifugal, reciprocating and rotary air compressor products, systems and services for industrial and manufacturing markets and air separation and process gas applications; comprehensive multi-year service agreements, audits, parts and accessories with a focus on productivity, energy efficiency and performanceClub Car (~18%) 40% 60% FY 2018 FY 2018 APAC EMEA Americas Aftermarket Original Equipment
Transaction Benefits:Greater Scale, Balance and Diversity 12 1 Greater Scale with Iconic Brands 2 Enhanced End Market Balance and Diversity ~$6.6B1 premier industrial with expansive global footprint to best serve our customers Combined 300+ year history of operational excellence, innovation and quality Highly complementary strategic fit expands geographic reachIncreased presence in North America and greater exposure to high growth geographies Levered to attractive end marketswith GDP+ growth Upstream energy reduced to~10% of revenue IndustrialCo Geographic Mix by Revenue2 APAC EMEA Americas 1 Presented on a 2019E basis. Pro forma for pending PFS acquisition. Pro forma may not sum due to rounding.2 Percentage of revenue. Reflects pro forma FY2018 revenue breakdown (pro forma for pending PFS acquisition). 20% 25% 55% Ingersoll Rand Industrial Segment
Column1 C olumn2 Broadens Portfolio of Technologies and Solutions 13 3 Transaction Benefits: Compression Expanded offering from specialized air to ultra-high pressure Blower & Vacuum Complementary technologies enhancing the depth of combined offering Fluid Management² Significant platform expansion increasing both the breadth and depth of combined offering Upstream & Midstream Energy Comprehensive solutions with leading technologies and broad aftermarket parts and consumables offering Ingersoll Rand Industrial Segment ¹ Presented on an as-reported 2018 revenue basis.² Pro forma for pending PFS acquisition. Small Electric Vehicles Growing offering of consumer and fit- for-task vehicles Power Tools & Material Handling Tools and equipment known for qualityand reliability Industrial Technologies¹ Flow Creation Technologies¹ FY2018 Revenue By Technology
39% 40% 40% 14 IndustrialCo Creates a ~$2.5B recurring service andaftermarket platform 40% of IndustrialCo revenue Solidifies resiliency of the business Expands already large installed base 4 Transaction Benefits: Ingersoll RandIndustrial Segment Strong Recurring Revenue and Aftermarket PlatformFY2018 Aftermarket Revenue ~ $1.5B1 ~ $2.5B2 1 Pro forma for pending PFS acquisition.2 Pro forma may not sum due to rounding. ~ $1.1B
15 Servicing Customer Needs with Highly Engaged Performance CultureUnderpinned by World-Class Operating Platforms 1 2 3 4 Drive innovation and productivity Proven & unique system to accelerate profit growth Committed to sustainability and energy efficiency Focus on employeeengagement 5 Transaction Benefits:World-Class Operating Platform Fueled by a Talented Global Workforce
Transaction Benefits for Gardner Denver and Our Shareholders Neil Snyder | CFO, Gardner Denver
IndustrialCo Financial Profile 17 2019E Revenue ~$2.7B ~$3.8B ~$6.6B 2019E Adj. EBITDA ~$0.7B ~$0.7B ~$1.6B3(With Synergies)~$1.4B(Without Synergies) 2019E Adj. EBITDA Margin ~25% ~18% ~25%3(With Synergies)~21%(Without Synergies) Capital Intensity(Capital Expenditure / LTM Revenue) ~2% ~2% ~2% IndustrialCo 2 Ingersoll RandIndustrial Segment1 1 Ingersoll Rand Industrial pro forma for pending PFS acquisition.2 Pro forma may not sum due to rounding.3 Includes ~$250M of expected run-rate cost synergies.
Run-Rate Synergy Estimate Transaction Benefits:Compelling Value Creation Global manufacturing and service footprint optimizationContinued deployment of operational efficiency initiatives through world-class operating platform Greater scale enables increased procurement powerDirect and indirect sourcing opportunitiesHarmonize / insource common buys Optimize organization, processes and systems for permanent structural cost reduction Cost Synergies Estimated One-Time Costs of ~$450M2 to Achieve Cost Synergies Manufacturing Supply Chain / Procurement Structural: G&A and Other ~$250M1 Manufacturing Supply Chain / Procurement Structural: G&A and Other 6 Plus Incremental Revenue Growth Opportunities1 We expect to be able to realize anticipated cost synergies of ~$250M by the end of year 3 after closing. We expect to incur ~$450M of expense in connection with both achieving these cost synergies and the associated separation.2 Excludes transaction costs.18
Without Synergies 19 IndustrialCo Net Debt / Adj. EBITDA1 1 Estimated IndustrialCo Net Debt calculated as Gardner Denver midpoint 2019E net leverage guidance of 1.6x adjusted to give effect to $1.9B of debt incurred to fund cash proceeds to Ingersoll Rand. Includes 2019E Adjusted EBITDA for Gardner Denver and Ingersoll Rand Industrial segment, including pending PFS acquisition.2 Includes ~$250M of expected run-rate cost synergies. Efficient Capital Structure Provides Flexibility Going Forward Significant cash flow generation Pro-forma net leverage allows for continued balance sheet flexibilityReinvest for future growth-focused innovationMaintain low-capital intensity structure At Close With Synergies2 ~2.3x ~1.9x
20 Deploy Talent Expand Margins Accelerate Growth Allocate Capital Effectively Creating Shareholder Value... Provides Greater Scale and Reach through Leading Brands and Market PositionEnhances End Market Balance and DiversityBroadens Portfolio of Technologies and SolutionsStrong Recurring Service and Aftermarket PlatformWorld-Class Operating Platform Fueled by a Talented Global WorkforceCompelling Value Creation and Margin Expansion through $250M1 of Expected Cost Synergies with Incremental Revenue Growth Opportunities IndustrialCo:Straightforward Strategy For Increasing Shareholder Value Straightforward Strategy 1 Anticipated cost synergies of ~$250M that we expect to realize by the end of year 3 after closing. We expect to incur ~$450M of expense in connection with both achieving these cost synergies and the associated separation.
Transaction Benefits for Ingersoll Rand and Our Shareholders Michael Lamach | Chairman and CEO, Ingersoll Rand
Transaction Benefits for Current Ingersoll Rand Shareholders 22 Reverse Morris Trust structures transaction to be tax-freeto both companies’ shareholdersAt close, 50.1% of IndustrialCo owned by existing Ingersoll Rand shareholders, 49.9% owned by existing Gardner Denver shareholders$5.8B1 in equity value$1.9B in cash proceeds to ClimateCo$7.7B1 total implied consideration for Ingersoll Rand Industrial, or ~11x 2019 Adj. EBITDA pre-synergiesContinued 100% ownership of ClimateCoIngersoll Rand to use cash proceeds for debt reduction, dividends, share repurchases, M&A and other corporate uses Creates Pure-Play Global Leader in Climate CompanyStronger Combined Industrial CompanySignificant Value Creation From Combination$250M annualized savings expectedStrong Cultural Fit and Operational Excellence Focus Between Both CompaniesMinimizes integration riskGood fit for Ingersoll Rand employeesCash Proceeds to ClimateCo Enhance Capital AllocationOpportunities Terms of the Transaction 1 Based on the 5-day VWAP of $27.75 as of 4/26/19.
Global Sustainability Megatrends Play to Strengths of Pure Play ClimateCo 23 URBANIZATION RESOURCE CONSTRAINTS 60% of the population, or 5billion peoplewill be living in cities1* Expected 30-35% increasein food production21 billion newair conditioners installed3* ~15-60% increase in annual CO2e emissions (57-80B) metric tons with current practices2* CLIMATE CHANGE Our solutions for buildings, homes and transportation reduce greenhouse gas (GHG) emissions and energy intensity of the world through: Innovation with low-GWP refrigerantsHighly engineered efficient equipment & controlsElectrification of heating and transportPredictive analytics and strong servicesGlobal reach and channel excellence Well positioned to address up to 2%of world’s GHG emissions by 2030 *Timing: By 2030.1 UN – “The World’s Cities in 2016”2 World Bank3 Economist, International Energy Agency
ClimateCo Becomes Pure-Play Global Leaderin Climate Control Solutions for Buildings, Homes, and Transportation 24 Pro FormaFY2019E ~$12.9BRevenues ~$2.0BAdj. EBITDA Complete portfolio of energy-efficient equipment, controls and services, continuing to generate top- tier growth and high recurring revenue streamsProven business operating system designed to deliver strong top-line growth, incremental margins and powerful free cash flowAbove-GDP growth driven by global sustainability megatrends Segment Mix1 Revenue Streams1 Commercial HVACEquipment TransportRefrigeration Residential HVAC Commercial HVAC Service,Parts & Contracting 32% 68% Parts and Services Equipment Regional Mix1 Latin America Asia PacificEurope, Middle East, Africa North America 4% 71% 10%15% World leader in HVAC HVAC World leader in refrigerated transportation Transport Refrigeration 1 Reflects ClimateCo standalone pro forma FY2018A.
ClimateCo Pro Forma FinancialsSusan Carter | SVP and CFO, Ingersoll Rand
ClimateCo Pro Forma Financials (Based On January 2019 Guidance) 26 ~$12.9B ~$2.0B ~15.7% Less than 21% to 22% 3% to 4% 1% to 2% of Revenue >= 100% Adj. Net Income BBB $2.12 per Share ClimateCo FY2019E Pro Forma Metrics1 ClimateCo to mitigate $100M in estimated stranded costs from the transaction by the end of2021 through complexity reduction, streamlining the organization, other costs Climate Revenue Climate Adj. EBITDA Climate Adj. EBITDA Margin Target Credit Rating Annual Dividend Tax Rate Working Capital Target Free Cash Flow Capex 1 Revenue and EBITDA based on midpoint of January guidance.
ClimateCo Pro Forma Financials (Based On January 2019 Adj. EPS Guidance) 27 ~($1.75) ~($0.20) ~$0.30 ~$0.35 $6.15 to $6.35 $4.40 to $4.60 $4.85 to $5.05 FY19 Guidance Industrial1 FY19 Interest on2 Use of $1.9B ~$100M FY19 (With Industrial) Separation ClimateCo PFS Borrowing Cash Proceeds Stranded ClimateCo (Before Deployment of Cost (Pro Forma) $1.9B Cash Proceeds) Reduction Stranded costs eliminated by 2021 Illustrative full-year impact Excludes pending PFS acquisition. Assumes 23.5% tax rate on Industrial operations.Reflects $1.5B borrowing primarily for pending acquisition of PFS.Value shown assumes impact of share repurchase only. Assumes $1.9bn cash proceeds fully deployed 1/1/19 for illustrative purposes. $0.6 to $1.0Bdebt pay down$0.9 to $1.3B share repurchase and M&A3
ClimateCo Will Continue to Execute a Consistent Strategy that Delivers Profitable Growth with Singular Climate Focus 28 Nexus of sustainability and energy efficiency global megatrends SustainedGrowth 1. Margin improvementand powerful cash flow OperationalExcellence 2. Reinvestment, dividends, share repurchase and acquisitions Dynamic CapitalAllocation 3. Commitment to integrity, ingenuity and engagement WinningCulture 4. Sustainable growth above GDP Powerful cash flow and balanced capital allocation Strong operating system and sustainable culture
Unlocking Significant Shareholder ValueThrough the Formation of Two Industry-Leading Global Companies 29 IndustrialCo ClimateCo Global Industry Leadership Creates a premier Industrial company with ~$6.6B1 of revenue, ~$1.6B1,2 of Adj. EBITDA and pro forma 2019E Leverage of ~1.9x3, including synergies Pure-play, global leader in climate control solutions for buildings, homes and transportation with~$12.9B1 of revenue and ~$2.0B1 of Adj. EBITDA Strong Financials Compelling value creation through $250M of expected cost synergies with incremental revenue growth opportunities Strong shareholder returns from proven operating system delivering strong top-line growth, incremental margins and powerful free cash flow Innovation & Scale Market leading portfolio of energy-efficient equipment, controls and services, generating top-tier growth and high recurring revenue streams Strategic Focus onProfitable Growth Levered to attractive end markets with GDP+ growthUpstream Energy reduced to ~10% of revenue Above-GDP growth driven by global sustainabilitymegatrends Results in a comprehensive solution offering, broader industry-leading product portfolio and increased scale 1 Presented on a 2019E basis.2 Pro forma for pending Precision Flow Systems (“PFS”) acquisition. Pro forma may not sum due to rounding. EBITDA is pro forma for anticipated cost synergies of ~$250M that we expect to realize by the end of year 3 after closing. We expect to incur ~$450M of expense in connection with both achieving these cost synergies and the associated separation.3 Estimated IndustrialCo Net Debt calculated as Gardner Denver midpoint 2019E net leverage guidance of 1.6x adjusted to give effect to $1.9B of debt incurred to fund cash proceeds to Ingersoll Rand. Includes 2019E Adjusted EBITDA for Gardner Denver and Ingersoll Rand Industrial segment including pending PFS acquisition. Includes ~$250M of expected run-rate cost synergies.
Appendix
Important Additional Info and No Offer or Solicitation IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND ITIn connection with the proposed transaction, Gardner Denver and Ingersoll Rand Industrial will file registration statements with the SEC registering shares of Gardner Denver common stock and Ingersoll Rand Industrial common stock in connection with the proposed transaction. Gardner Denver will also file a proxy statement, which will be sent to the Gardner Denver shareholders in connection with their vote required in connection with the proposed transaction. If the transaction is effected in whole or in part via an exchange offer, Ingersoll Rand will also file with the SEC a Schedule TO with respect thereto. INGERSOLL RAND SHAREHOLDERS ARE URGED TO READ THE PROSPECTUS AND/OR INFORMATION STATEMENT THAT WILL BE INCLUDED IN THE REGISTRATION STATEMENTS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, AND GARDNER DENVER SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GARDNER DENVER,INGERSOLL RAND INDUSTRIAL AND THE PROPOSED TRANSACTION. The proxy statement, prospectus and/or information statement, and other documents relating to the proposed transactions (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov, from Gardner Denver by accessing its website at http://www.gardnerdenver.com and from Ingersoll Rand by accessing its website at http://www.ingersollrand.com.NO OFFER OR SOLICITATIONThis communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.This document is not a solicitation of a proxy from any security holder of Gardner Denver. However, Ingersoll Rand, Gardner Denver and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of Gardner Denver in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of Ingersoll Rand may be found in its Annual Report on Form 10-K filed with the SEC on February 12, 2019 and its definitive proxy statement relating to its 2019 Annual Meeting of Shareholders filed with the SEC on April 23, 2019. Information about the directors and executive officers of Gardner Denver may be found in its Annual Report on Form 10-K filed with the SEC on February 27, 2019, and its definitive proxy statement relating to its 2019 Annual Meeting of Shareholders filed with the SEC on March 26, 2019. 31