By William Gullotti and Cristal Cody
Buffalo, N.Y., May 8 – Ingersoll Rand Inc. sold $3.3 billion of fixed-rate senior notes in five parts (Baa2/BBB/BBB) on Tuesday, according to a 424B2 and an FWP filed with the Securities and Exchange Commission and details from a market source.
The company priced $700 million 5.197% notes due 2027 at 55 basis points over Treasuries, or at 99.992 to yield 5.197%. Price talk was in the Treasuries plus 90 bps area.
The $750 million tranche of 5.176% notes due 2029 priced at Treasuries plus 70 bps, or at 99.993 to yield 5.176%. Talk had the spread coming in the 105 bps area.
The 2031 notes, totaling $500 million with a 5.314% coupon, priced at 85 bps over Treasuries versus talk in the 120 bps area. The smallest tranche priced at 99.992 to yield 5.314%.
The second $750 million tranche matures in 2034 with a 5.45% coupon. The 2034 notes priced at 99.938, reflecting a 100 bps spread over Treasuries, to yield 5.457%. Price talk was wider at the 135 bps area.
The longest tranche totals $600 million with a 5.7% coupon and matures in 2054. The 2054 notes priced at 113 bps over Treasuries, or at 99.951 to yield 5.728%. Talk had this tranche coming in the 155 bps area.
Each tranche features a make-whole call until some months prior to maturity, followed by a par call, and will be putable at 101 if a change-of-control triggering event occurs.
The notes maturing in 2027, 2029 and 2031 are also subject to special mandatory redemption at 101 if the planned acquisition of ILC Dover is not completed by the outside date of Jan. 27, 2025.
The joint bookrunning managers for the SEC-registered offering are BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Deutsche Bank Securities Inc., BNP Paribas Securities Corp., HSBC Securities (USA) Inc., Standard Chartered Bank and TD Securities (USA) LLC.
As previously reported, proceeds will be used to partially fund the cash consideration for the acquisition and to fully repay the company’s senior secured credit facilities.
On March 25, Ingersoll Rand entered into an agreement to acquire ILC Dover for an upfront all-cash purchase price of $2.325 billion and contingent consideration of up to $75 million. The agreement can be terminated if the closing has not occurred on or before the outside date. The acquisition is expected to close in the second quarter of 2024, subject to customary regulatory approvals and closing conditions.
As of March 1, the company had $1.23 billion of outstanding term loans under the existing senior secured credit facilities, and no borrowings outstanding under its existing revolving credit facility.
Based in Davidson, N.C., Ingersoll Rand produces mission-critical air, fluid, energy and medical technologies.
| Issuer: | Ingersoll Rand Inc.
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| Amount: | $3.3 billion
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| Issue: | Senior notes
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| Bookrunners: | BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Deutsche Bank Securities Inc., BNP Paribas Securities Corp., HSBC Securities (USA) Inc., Standard Chartered Bank and TD Securities (USA) LLC
|
| Senior co-managers: | PNC Capital Markets LLC, Barclays, ING Financial Markets LLC, RBC Capital Markets, LLC and U.S. Bancorp Investments, Inc.
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| Trustee: | Deutsche Bank Trust Co. Americas
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| Counsel to issuer: | Simpson Thacher & Bartlett LLP
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| Counsel to underwriters: | Cravath, Swaine & Moore LLP
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| Change of control: | At 101
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| Trade date: | May 7
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| Settlement date: | May 10
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| Ratings: | Moody’s: Baa2
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| S&P: BBB
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| Fitch: BBB
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| Distribution: | SEC registered
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|
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| 2027 notes
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| Amount: | $700 million
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| Maturity: | June 15, 2027
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| Coupon: | 5.197%
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| Price: | 99.992
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| Yield: | 5.197%
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| Spread: | Treasuries plus 55 bps
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| Call features: | Make-whole call at Treasuries plus 10 bps before May 15, 2027; after at par; special mandatory redemption at 101 if planned acquisition of ILC Dover is not completed by Jan. 27, 2025
|
| Price talk: | Treasuries plus 90 bps area
|
| Cusip: | 45687VAC0
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|
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| 2029 notes
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| Amount: | $750 million
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| Maturity: | June 15, 2029
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| Coupon: | 5.176%
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| Price: | 99.993
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| Yield: | 5.176%
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| Spread: | Treasuries plus 70 bps
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| Call features: | Make-whole call at Treasuries plus 15 bps before May 15, 2029; after at par; special mandatory redemption at 101 if planned acquisition of ILC Dover is not completed by Jan. 27, 2025
|
| Price talk: | Treasuries plus 105 bps area
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| Cusip: | 45687VAD8
|
|
|
| 2031 notes
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| Amount: | $500 million
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| Maturity: | June 15, 2031
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| Coupon: | 5.314%
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| Price: | 99.992
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| Yield: | 5.314%
|
| Spread: | Treasuries plus 85 bps
|
| Call features: | Make-whole call at Treasuries plus 15 bps before April 15, 2031; after at par; special mandatory redemption at 101 if planned acquisition of ILC Dover is not completed by Jan. 27, 2025
|
| Price talk: | Treasuries plus 120 bps area
|
| Cusip: | 45687VAE6
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|
|
| 2034 notes
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| Amount: | $750 million
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| Maturity: | June 15, 2034
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| Coupon: | 5.45%
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| Price: | 99.938
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| Yield: | 5.457%
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| Spread: | Treasuries plus 100 bps
|
| Call features: | Make-whole call at Treasuries plus 15 bps before March 15, 2034; after at par
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| Price talk: | Treasuries plus 135 bps area
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| Cusip: | 45687VAF3
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|
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| 2054 notes
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| Amount: | $600 million
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| Maturity: | June 15, 2054
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| Coupon: | 5.7%
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| Price: | 99.591
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| Yield: | 5.728%
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| Spread: | Treasuries plus 113 bps
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| Call features: | Make-whole call at Treasuries plus 20 bps before Dec. 15, 2053; after at par
|
| Price talk: | Treasuries plus 155 bps area
|
| Cusip: | 45687VAG1
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