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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Gardner Denver Holdings Inc | NYSE:GDI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 32.79 | 0 | 01:00:00 |
Delaware
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001-38095
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46-2393770
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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☐ |
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))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered |
Common Stock, Par Value $0.01 Per Share
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IR
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New York Stock Exchange
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Item 1.01
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Entry into a Material Definitive Agreement.
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• |
a Transition Services Agreement by and between Trane and SpinCo, which governs the parties’ respective rights and obligations with respect to the provision of
certain transition services;
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• |
a Tax Matters Agreement by and among Trane, Ingersoll-Rand Lux International Holding Company S.À R.L., Ingersoll-Rand Services Company, SpinCo and the
Company, which governs the parties’ respective rights, responsibilities and obligations with respect to taxes, tax attributes, the preparation and filing of tax returns, responsibility for and preservation of the expected tax-free
status of the transactions contemplated by the Separation and Distribution Agreement, dated as of April 30, 2019, by and between Trane and SpinCo (the “Separation Agreement”), including restrictions on certain asset dispositions,
mergers or liquidations, issuances of new stock, and the purchase of its outstanding stock by the Company following the merger, and certain other tax matters;
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• |
an Employee Matters Agreement by and among Trane, SpinCo and the Company, which governs the parties’ respective obligations with respect to current and former
employees of the former Industrial segment of Trane (the “Ingersoll Rand Industrial Business”) and certain other employee- and employee benefits-related matters;
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• |
a Real Estate Matters Agreement by and between Trane and SpinCo, which governs the allocation and transfer of real estate between Trane and SpinCo and the
colocation of Trane and SpinCo;
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• |
an Intellectual Property Matters Agreement by and among Trane, SpinCo and the Company,
allocating ownership of certain intellectual property primarily relating to the Ingersoll Rand Industrial Business and providing cross-licenses for each of SpinCo and Trane to use in their respective businesses certain IP owned by
such party (excluding trademarks) as of the date on which Trane distributed
100% of the shares of SpinCo common stock pro rata to Trane’s shareholders through the spin-off of the Ingersoll Rand Industrial Business (the “Distribution”);
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• |
a Trademark License Agreement by and between SpinCo and Trane, governing the transitional use of the “INGERSOLL RAND” trademarks and any other SpinCo
trademarks used as of the Distribution on a transitional basis, in a manner consistent with past practice and customary “phase out” use, for a period of up to one year following the Distribution for certain uses of such trademarks;
and
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|
• |
certain other transitional commercial agreements.
A summary of the material terms of such agreements is contained under the heading “Additional Agreements Related to the Separation, the Distribution and the
Merger” in the Company’s Registration Statement on Form S-4, as amended (Registration No. 333-235748), which was declared effective
by the U.S. Securities and Exchange Commission (the “SEC”) on January 16, 2020, and is incorporated herein by reference. In addition, the agreements referred to above are filed as Exhibit 10.1 through Exhibit 10.6 hereto and are
incorporated herein by reference.
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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangements or Registrant.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Item 8.01
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Other Events.
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Item 9.01
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Financial Statements and Exhibits.
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(a)
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Financial statements of business acquired.
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(b)
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Pro forma financial information.
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(c)
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Exhibits.
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Exhibit
No. |
Description
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Agreement and Plan of Merger, dated as of April 30, 2019, by and among Ingersoll-Rand plc, Gardner Denver Holdings, Inc., Ingersoll-Rand U.S. HoldCo, Inc. and
Charm Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Ingersoll-Rand plc on May 6, 2019).
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||
Separation and Distribution Agreement, dated as of April 30, 2019, by and between Ingersoll-Rand plc and Ingersoll-Rand U.S. HoldCo, Inc. (incorporated by
reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Ingersoll-Rand plc on May 6, 2019).
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||
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Gardner Denver Holdings, Inc. (incorporated by reference to Exhibit
4.2 to the Registration Statement on Form S-8 filed by the registrant on March 2, 2020).
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Transition Services Agreement, dated as of February 29, 2020, by and between Ingersoll-Rand plc and Ingersoll-Rand U.S. HoldCo, Inc.
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Tax Matters Agreement, dated as of February 29, 2020, by and among Ingersoll-Rand plc, Ingersoll-Rand Lux International Holding Company S.À R.L.,
Ingersoll-Rand Services Company, Ingersoll-Rand U.S. HoldCo, Inc., and Gardner Denver Holdings, Inc.
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||
Employee Matters Agreement, dated as of February 29, 2020, by and among Ingersoll-Rand plc, Ingersoll-Rand U.S. HoldCo, Inc., and Gardner Denver Holdings, Inc.
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||
Real Estate Matters Agreement, dated February 29, 2020, by and between Ingersoll-Rand plc, and Ingersoll-Rand U.S. HoldCo, Inc.
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Intellectual Property Matters Agreement, dated as of February 29, 2020, by and between Ingersoll-Rand plc, Ingersoll-Rand U.S. HoldCo, Inc., and, solely for the
purposes of Section 5.06, Gardner Denver Holdings, Inc.
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||
Trademark License Agreement, dated as of February 29, 2020, by and between Ingersoll-Rand U.S. HoldCo, Inc. and Ingersoll-Rand plc.
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Press Release, dated March 1, 2020
|
||
104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Exhibit A
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Separation and Distribution Agreement
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Exhibit B
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Certificate of Incorporation of the Surviving Corporation
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Exhibit C
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Voting Agreement
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Exhibit D
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Supply Agreement Term Sheet
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Exhibit E
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Tender Agreement Term Sheet
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Exhibit A
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Form of Transition Services Agreement
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Exhibit B
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Form of Tax Matters Agreement
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Exhibit C
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Form of Employee Matters Agreement
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Exhibit D
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Form of Real Estate Matters Agreement
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Exhibit E
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Form of Intellectual Property Matters Agreement
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Exhibit F
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Form of Trademark License Agreement
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Schedule 1.1(59)
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PFS Group
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Schedule 2.1(a)
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Plan of Reorganization
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Schedule 2.2(a)(i)
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SpinCo Assets
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Schedule 2.2(a)(ii)
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SpinCo Group
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Schedule 2.2(a)(ix)
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Excluded items on SpinCo Sites
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Schedule 2.2(b)(i)
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Excluded Assets
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Schedule 2.3(b)(i)
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Excluded Liabilities
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Schedule 2.6(b)(iv)
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Intercompany Contracts which are not being terminated
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Schedule 2.8(a)(i)
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Closing Working Capital
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Schedule 2.13
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IT Matters
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Schedule 6.9(a)(ii)
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Guarantees
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Exhibit A
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Services Schedule
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Exhibit B
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Excluded Services
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Schedule I
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Inactive Businesses
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Schedule II
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Specified Shareholders
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Schedule 2.01(b)(ii)
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Assumed Contractor Agreements
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Schedule 3.01(a)
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SpinCo Employees
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Schedule 3.03(c)
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Pension Asset Transfer Methodology
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Schedule 3.06(c)
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Nonqualified Plans
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Schedule 3.11(c)
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Ordinary Severance Guidelines
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Exhibit 1
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Lease Assignment Form
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Exhibit 2
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Sublease Form
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Schedule 1
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Owned and Leased Properties Schedule
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Schedule 2
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Colocation Sites Schedule
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Schedule 3
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Shared Services Properties Schedule
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Exhibit A1
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Form of Patent Assignment Agreement
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Exhibit A2
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Form of Trademark Assignment Agreement
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Exhibit A3
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Form of Domain Name Assignment Agreement
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Exhibit A4
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Form of Invention Disclosure Assignment Agreement
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Schedule A
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SpinCo Patents
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Schedule B
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SpinCo IDs
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Schedule C
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SpinCo Trademarks
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Schedule D
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SpinCo Domain Names
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Schedule E
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Moon IP
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Schedule F
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Moon Trademarks
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Schedule A
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Licensed Trademarks
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INGERSOLL RAND INC.
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||
By:
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/s/ Andrew Schiesl
|
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Andrew Schiesl
|
||
Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary
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1 Year Gardner Denver Chart |
1 Month Gardner Denver Chart |
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