Simpson Thacher is representing Gardner Denver Holdings, Inc. in its announced merger with Ingersoll-Rand plc’s Industrial segment, creating a global leader in mission-critical flow creation and industrial technologies. The HVAC and transport refrigeration assets of the current Ingersoll Rand will become a pure play global leader in climate control solutions for buildings, homes and transportation. Under the terms of the agreement, at the closing, Ingersoll Rand will receive $1.9 billion in cash from Ingersoll Rand Industrial that will be funded by newly-issued debt assumed by Gardner Denver in the merger, and existing Ingersoll Rand shareholders will receive 50.1% of the shares of Gardner Denver on a fully diluted basis, valued at approximately $5.8 billion. Existing Gardner Denver shareholders will retain 49.9% of the shares of Gardner Denver on a fully diluted basis. The transaction will be effected through a “Reverse Morris Trust” transaction pursuant to which Ingersoll Rand Industrial is expected to be spun off to Ingersoll Rand’s shareholders and simultaneously merged with a subsidiary of Gardner Denver, with Ingersoll Rand Industrial surviving as a wholly-owned subsidiary of Gardner Denver.
Gardner Denver is a leading global provider of mission-critical flow control and compression equipment and associated aftermarket parts, consumables and services, which it sells across multiple attractive end-markets within the industrial, energy and medical industries. Its broad and complete range of compressor, pump, vacuum and blower products and services, along with its application expertise and over 155 years of engineering heritage, allows Gardner Denver to provide differentiated product and service offerings for its customers' specific uses. Gardner Denver supports its customers through its global geographic footprint of 39 key manufacturing facilities, more than 30 complementary service and repair centers across six continents, and approximately 6,700 employees world-wide.
The Simpson Thacher team for this transaction includes Marni Lerner, Mark Pflug, Matthew Gabbard, James Nguyen and Hyo Min Kim (M&A); Richard Fenyes and Amanda Weiss (Capital Markets); James Cross, Matthew Farrell and Alejandro Sueldo (Credit); Nancy Mehlman, Drew Purcell, Jodi Schneider and Caroline Phillips (Tax); Tristan Brown, Alyssa Ohanian, Ashlie Lawton and Erik Ward (Executive Compensation & Benefits); Whitney Salinas and Dennis Loiacono (Real Estate); Lori Lesser and Genevieve Dorment (Intellectual Property); and Steven DeLott (Insurance). Patricia Adams also provided valuable assistance.