Ingersoll Rand Inc. Files 8-K for Regulation FD Disclosure

TL;DR

IR dropped an 8-K for a Reg FD disclosure - watch for news.

AI Summary

On June 10, 2024, Ingersoll Rand Inc. filed an 8-K report. The filing primarily serves as a notification of a Regulation FD Disclosure, indicating that the company is releasing material non-public information to the public. No specific financial transactions or material events beyond this disclosure are detailed in the provided excerpt.

Why It Matters

This filing signals that Ingersoll Rand is making a public announcement of information that could affect its stock price, ensuring fair disclosure to all investors.

Risk Assessment

Risk Level: low — The filing is a standard procedural disclosure and does not contain information about significant financial risks or operational changes.

Key Players & Entities

• Ingersoll Rand Inc. (company) — Registrant
• June 10, 2024 (date) — Date of report
• 525 Harbour Place Drive, Suite 600 (address) — Principal executive offices
• Davidson, North Carolina 28036 (address) — Principal executive offices
• GARDNER DENVER HOLDINGS, INC. (company) — Former company name

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share IR New York Stock Exchang
• $188.5 m — tities were capitalized with a total of $188.5 million, including $143.5 million from in
• $143.5 million — th a total of $188.5 million, including $143.5 million from insurance settlement proceeds, $35
• $35 million — ion from insurance settlement proceeds, $35 million from affiliates of Delticus, and $10 mi
• $10 million — illion from affiliates of Delticus, and $10 million from Ingersoll Rand. In connection with

Filing Documents

• ef20030953_8k.htm (8-K) — 31KB
• 0001140361-24-029599.txt ( ) — 166KB
• ir-20240610.xsd (EX-101.SCH) — 4KB
• ir-20240610_lab.xml (EX-101.LAB) — 21KB
• ir-20240610_pre.xml (EX-101.PRE) — 16KB
• ef20030953_8k_htm.xml (XML) — 4KB

01

Item 7.01. Regulation FD Disclosure. Ingersoll Rand Divests Legacy Asbestos Liabilities On June 10, 2024, Ingersoll Rand Inc. ("Ingersoll Rand" or the "Company") permanently divested all of its legacy asbestos liability by selling its wholly-owned subsidiaries that hold these liabilities and the related insurance assets. The sale was made to Delticus, a leading, institutionally capitalized corporate liability acquisition platform that specializes in acquiring and managing long-tail legacy corporate liabilities. Delticus is owned by entities affiliated with Third Point LLC. At closing, the divested entities were capitalized with a total of $188.5 million, including $143.5 million from insurance settlement proceeds, $35 million from affiliates of Delticus, and $10 million from Ingersoll Rand. In connection with the sale, Ingersoll Rand and its board of directors received a solvency opinion from an independent advisory firm that formed the basis (along with other inputs) for its determination that the divested entities were solvent and adequately capitalized immediately prior to, at the time of, and after giving effect to, the sale. As a result of the transaction, no asbestos liabilities or related insurance assets will be included in Ingersoll Rand's consolidated year-end 2024 balance sheet. Delticus assumes management of the divested subsidiaries, including the management of their claims and insurance policy reimbursements. The Company is pleased to complete this transaction with Delticus, an entity experienced in managing legacy liabilities, and believes that the sale provides greater long-term financial certainty for the Company's investors and enables the Company to continue to focus on organic and inorganic investments to advance its capabilities and expand its addressable markets, while ensuring responsible stewardship of the legacy asbestos liability. Evercore acted as exclusive financial advisor to Ingersoll Rand in connection with the transaction, and

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to Ingersoll Rand's expectations regarding the performance of its business, its financial results, its liquidity and capital resources, its divestiture of all of its legacy asbestos liability and other non-historical statements. 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," "on track to" "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 are forward-looking statements. These forward-looking statements are based on Ingersoll Rand's current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from these 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) adverse impact on the Company's operations and financial performance due to natural disaster, catastrophe, global pandemics, geopolitical tensions, cyber events, or other events outside of the Company's control; (2) unexpected costs, charges or expenses resulting from completed and proposed business combinations; (3) unc

SIGNATURES

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 Name: Andrew Schiesl Title: Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary Date: June 10, 2024

View Full Filing

View this 8-K filing on SEC EDGAR