UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 21, 2023
Ingersoll Rand Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-38095 | 46-2393770 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 525 Harbour Place Drive, Suite 600 |
Davidson, North Carolina 28036
(704) 655-4000
(Address, including zip code, of principal executive offices and registrant’s telephone number,
including area code)
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below): |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, Par Value $0.01 Per Share | IR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 21, 2023, Ingersoll Rand Inc. (the “Company”), Gardner Denver, Inc., as the U.S. Borrower, Ingersoll-Rand Services Company, as the Spinco Borrower, GD German Holdings II GmbH, as the German Borrower, Gardner Denver Holdings Ltd., as the UK Borrower, Citibank, N.A., as administrative agent and collateral agent, and the lenders and other parties party thereto entered into that certain Joinder Agreement and Amendment No. 9 (the “Amendment”) to the Credit Agreement, dated as of July 30, 2013 (as amended by Amendment No. 1, dated as of March 4, 2016; Amendment No. 2, dated as of August 17, 2017; Amendment No. 3, dated as of December 13, 2018; Amendment No. 4, dated as of June 28, 2019; Amendment No. 5, dated as of February 28, 2020; Joinder Agreement and Amendment No. 6, dated as of June 29, 2020; Amendment No. 7, dated as of December 28, 2021; and Amendment No. 8, dated as of April 1, 2022; the “Existing Credit Agreement”; and the Existing Credit Agreement, as amended by the Amendment, the “Amended Credit Agreement”) among the Company, the U.S. Borrower, the Spinco Borrower, the German Borrower, the UK Borrower, the lenders and other financial institutions or entities and other parties party thereto and Citibank, N.A., as administrative agent, collateral agent, swingline lender and letter of credit issuer.
The Amendment, among other things, (a) extended the maturity date for the revolving credit commitments from June 28, 2024 to April 21, 2028, (b) increased the revolving credit commitments from $1.1 billion aggregate principal amount to $2.0 billion aggregate principal amount, and (c) made certain other corresponding changes and updates.
Other than as modified by the Amendment, the loans under the Amended Credit Agreement continue to have the same terms as provided under the Existing Credit Agreement. Additionally, the parties to the Amended Credit Agreement continue to have the same obligations set forth in the Existing Credit Agreement.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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.
| INGERSOLL RAND INC. | ||
| By: | /s/ Andrew Schiesl | |
| Andrew Schiesl | ||
| Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary | ||
| Date: April 26, 2023 | ||