05/06/2024 | Press release | Distributed by Public on 05/06/2024 06:18
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Public Offering Price(1)
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Underwriting Discount
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Proceeds to Us
(before expenses)
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||||||||||
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Per Note
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Total
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Per Note
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Total
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Per Note
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Total
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20 Notes
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%
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$
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%
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$
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%
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$
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20 Notes
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%
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$
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%
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$
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%
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$
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20 Notes
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%
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$
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%
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$
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%
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$
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20 Notes
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%
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$
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%
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$
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%
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$
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20 Notes
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%
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$
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%
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$
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%
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$
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Combined Total
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$
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$
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$
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(1)
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Plus accrued interest, if any, from , 2024 to the date of delivery.
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BofA Securities
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Citigroup
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Goldman Sachs & Co. LLC
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J.P. Morgan
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Mizuho
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Page
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Cautionary Note Regarding Forward-Looking Statements
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S-ii
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About this Prospectus Supplement
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S-v
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Where You Can Find More Information
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S-vi
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Incorporation of Certain Information by Reference
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S-vii
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Basis of Presentation
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S-viii
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Summary
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S-1
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Risk Factors
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S-11
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Use of Proceeds
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S-16
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Capitalization
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S-17
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Description of Notes
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S-18
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Book-Entry; Delivery and Form
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S-36
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Certain United States Federal Income Tax Consequences
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S-40
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Certain ERISA Considerations
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S-44
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Underwriting
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S-46
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Legal Matters
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S-52
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Experts
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S-52
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Page
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About this Prospectus
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1
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Risk Factors
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2
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Special Note Regarding Forward-Looking Statements
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3
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Ingersoll Rand Inc.
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6
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Use of Proceeds
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7
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Description of Debt Securities
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8
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Plan of Distribution
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9
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Legal Matters
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10
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Experts
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10
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Incorporation by Reference
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10
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Where You Can Find More Information
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11
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We have exposure to the risks associated with instability in the global economy and financial markets, which may negatively impact our revenues, liquidity, suppliers and customers.
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•
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Information systems failure or disruption, due to cyber terrorism or other actions, may adversely impact our business and result in financial loss to us or liability to our customers.
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•
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More than half of our sales and operations are in non-U.S. jurisdictions and we are subject to the economic, political, regulatory and other risks of international operations.
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•
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A natural disaster, catastrophe, pandemic, geopolitical tensions or other event could adversely affect our operations.
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•
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Large or rapid increases in the cost of raw materials and component parts, substantial decreases in their availability or our dependence on particular suppliers of raw materials and component parts could materially and adversely affect our operating results.
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•
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We face competition in the markets we serve, which could materially and adversely affect our operating results.
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•
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Shareholder, customer and regulatory agency emphasis on environmental, social, and governance responsibility may impose additional costs on us or expose us to new risks.
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•
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Acquisitions, including integrating such acquisitions, and dispositions create certain risks and may affect our operating results.
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•
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Our results of operations are subject to exchange rate and other currency risks. A significant movement in exchange rates could adversely impact our results of operations and cash flows.
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•
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If we are unable to develop new products and technologies, our competitive position may be impaired, which could materially and adversely affect our sales and market share.
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Our business could suffer if we experience employee work stoppages, union and work council campaigns or other labor difficulties.
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•
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Changes in tax or other laws, regulations, or adverse determinations by taxing or other governmental authorities could increase our effective tax rate and cash taxes paid or otherwise affect our financial condition or operating results.
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•
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Our success depends on our ability to attract, retain and develop key personnel and other talent throughout the Company.
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•
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The risk of non-compliance with U.S. and foreign laws and regulations applicable to our international operations could have a significant impact on our results of operations, financial condition or strategic objectives.
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•
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Third parties may infringe upon our intellectual property or may claim we have infringed their intellectual property, and we may expend significant resources enforcing or defending our rights or suffer competitive injury.
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•
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The loss of, or disruption in, our distribution network could have a negative impact on our abilities to ship products, meet customer demand and otherwise operate our business.
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•
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Our ongoing and expected restructuring plans and other cost savings initiatives may not be as effective as we anticipate, and we may fail to realize the cost savings and increased efficiencies that we expect to result from these actions. Our operating results could be negatively affected by our inability to effectively implement such restructuring plans and other cost savings initiatives.
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•
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Cost overruns, delays, penalties or liquidated damages could negatively impact our results, particularly with respect to fixed-price contracts for custom engineered products.
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•
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Our operating results could be adversely affected by a loss or reduction of business with key customers or consolidation or the vertical integration of our customer base.
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•
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Credit and counterparty risks could harm our business.
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•
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We are a defendant in certain asbestos and silica-related personal injury lawsuits, which could adversely affect our financial condition.
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•
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The nature of our products creates the possibility of significant product liability and warranty claims, which could harm our business.
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•
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A significant portion of our assets consists of goodwill and other intangible assets, the value of which may be reduced if we determine that those assets are impaired.
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•
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Environmental compliance costs and liabilities could adversely affect our financial condition.
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•
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We face risks associated with our pension and other postretirement benefit obligations.
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•
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Our indebtedness could have important adverse consequences and adversely affect our financial condition.
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•
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We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
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•
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Despite our level of indebtedness, we and our subsidiaries may still be able to incur substantially more debt, including off-balance sheet financing, contractual obligations and general and commercial liabilities. This could further exacerbate the risks to our financial condition.
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•
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The terms of the credit agreements that govern our credit facilities from time to time may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.
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•
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Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
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•
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We utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on our variable rate indebtedness and we will be exposed to risks related to counterparty credit worthiness or non-performance of these instruments.
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•
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If the financial institutions that are part of the syndicate of our credit facilities from time to time fail to extend credit under our credit facilities, our liquidity and results of operations may be adversely affected.
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our annual report on Form 10-K for the year ended December 31, 2023;
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•
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our quarterly report on Form 10-Q for the quarter ended March 31, 2024; and
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•
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those portions of our definitive proxy statement on Schedule 14A filed on April 26, 2024, in connection with our 2024 annual meeting of shareholders that are incorporated by reference into our Form 10-K for the year ended December 31, 2023.
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"Company," "we," "our" or "us" refers to Ingersoll Rand Inc., a Delaware corporation, or, as the context requires, to Ingersoll Rand Inc. and its consolidated subsidiaries;
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•
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"Dollar Term Loan" refers to the senior secured term loan under the Existing Credit Agreement, of which $890.0 million was outstanding as of March 31, 2024;
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•
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"Dollar Term Loan B" refers to the senior secured term loan under the Existing Credit Agreement, of which $342.9 million was outstanding as of March 31, 2024;
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•
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"Existing Credit Agreement" refers to the senior secured credit agreement, dated as of July 30, 2013, among the Company, the administrative agent and the other parties thereto, as amended, supplemented, modified, extended, renewed, restated or refunded from time to time;
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•
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"Existing Revolving Credit Facility" refers to our $2,000.0 million senior secured revolving credit facility under the Existing Credit Agreement;
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•
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"Existing Senior Secured Credit Facilities" refers collectively to the Dollar Term Loan, the Dollar Term Loan B and the Existing Revolving Credit Facility;
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•
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"New Revolving Credit Facility" refers to the new $2,600.0 million senior unsecured revolving credit facility that we expect to enter into concurrently with the closing of this Offering; and
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"underwriters" refers to the firms, the marketing names of which are listed on the cover of this prospectus supplement, underwriting the Offering.
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rank equally in right of payment with all of our other senior unsecured indebtedness from time to time outstanding;
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•
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rank senior in right of payment to all of our subordinated indebtedness from time to time outstanding; and
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effectively rank junior to all of the indebtedness and other liabilities of our subsidiaries from time to time outstanding and to all of our secured indebtedness from time to time outstanding to the extent of the value of the assets securing such secured indebtedness.
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•
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(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes of such series matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in "Description of Notes-Optional Redemption") plus (i) basis points in the case of the 20 notes, (ii) basis points in the
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100% of the principal amount of the notes to be redeemed,
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create liens on any Principal Property (as defined in "Description of Notes") owned by us or certain of our subsidiaries to secure debt;
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enter into certain sale and leaseback transactions covering any Principal Property owned by us or certain of our subsidiaries; and
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•
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enter into certain mergers, consolidations or transfers of all or substantially all of the consolidated assets of us and our subsidiaries, taken as a whole.
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Three Months Ended March 31,
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Fiscal Year Ended December 31,
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2024
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2023
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2023
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2022
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2021
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(in millions)
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Results of Operations:
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Revenues
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$1,670.1
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$1,629.3
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$6,876.1
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$5,916.3
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$5,152.4
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Cost of sales
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923.8
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965.1
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3,993.9
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3,590.7
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3,163.9
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Gross Profit
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746.3
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664.2
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2,882.2
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2,325.6
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1,988.5
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Selling and administrative expenses
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336.3
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311.1
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1,272.7
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1,095.8
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1,028.0
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Amortization of intangible assets
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91.6
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92.4
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367.5
|
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347.6
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332.9
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Other operating expense, net
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25.2
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20.4
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77.7
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64.9
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| |
61.9
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Operating Income
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293.2
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240.3
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1,164.3
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817.3
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565.7
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Interest expense
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36.8
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38.9
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156.7
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103.2
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87.7
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Loss on extinguishment of debt
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-
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-
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13.5
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1.1
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9.0
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Other income, net
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(13.2)
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(9.6)
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(37.0)
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(29.2)
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(44.0)
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Income Before Income Taxes
|
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269.6
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211.0
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1,031.1
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742.2
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513.0
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Provision (benefit) for income taxes
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54.4
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48.1
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240.0
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149.6
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(21.8)
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Income (loss) on equity method investments
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(10.7)
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0.3
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(6.0)
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0.7
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(11.4)
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Income from Continuing Operations
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204.5
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163.2
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785.1
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593.3
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523.4
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Income from discontinued operations, net of tax
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-
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-
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-
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15.2
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41.6
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Net Income
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$204.5
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$163.2
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$785.1
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$608.5
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$565.0
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As of
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March 31,
2024
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December 31,
2023
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December 31,
2022
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(in millions)
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Balance Sheet Data:
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Cash and cash equivalents
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$1,452.3
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$1,595.5
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$1,613.0
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Total assets
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$15,529.0
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$15,563.5
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$14,765.9
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Short-term borrowings and current maturities of long-term debt
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$31.3
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$30.6
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$36.5
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Long-term debt, less current maturities
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$2,687.0
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$2,693.0
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$2.716.1
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Total Ingersoll Rand Inc. stockholders' equity
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$9,855.3
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$9,783.8
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$9,195.8
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Three Months Ended March 31,
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Fiscal Year Ended
December 31,
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2024
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2023
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2023
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2022
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(in millions)
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Other Financial Data:
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Adjusted EBITDA(1)
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$458.5
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$400.1
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$1,786.8
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$1,434.8
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(1)
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In addition to consolidated GAAP financial measures, we review various non-GAAP financial measures, including "Adjusted EBITDA." We believe Adjusted EBITDA is a helpful supplemental measure to assist us and investors in evaluating our operating results as it excludes certain items whose fluctuation from period to period do not necessarily correspond to changes in the operations of our business. Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation, amortization and certain non-cash, non-recurring and other adjustment items. We believe that the adjustments applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about non-recurring items that we do not expect to continue at the same level in the future.
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Three Months Ended March 31,
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Fiscal Year Ended
December 31,
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2024
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2023
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2023
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2022
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(in millions)
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Net Income
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$204.5
|
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$163.2
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$785.1
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$608.5
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Less: Income from discontinued operations
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-
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-
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-
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0.5
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Less: Income tax provision from discontinued operations
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-
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-
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-
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14.7
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Income from Continuing Operations, Net of Tax
|
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204.5
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163.2
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785.1
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593.3
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Plus:
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Interest expense
|
| |
36.8
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| |
38.9
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| |
156.7
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103.2
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Provision for income taxes
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| |
54.4
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48.1
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| |
240.0
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| |
149.6
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Depreciation expense(a)
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| |
24.7
|
| |
20.7
|
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87.9
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| |
81.8
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Amortization expense(b)
|
| |
91.6
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| |
92.4
|
| |
367.5
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347.6
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Restructuring and related business transformation costs(c)
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10.7
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4.3
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22.9
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32.3
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Acquisition related expenses and non-cash charges(d)
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| |
15.3
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| |
18.0
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| |
63.9
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| |
40.7
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Stock-based compensation(e)
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| |
14.1
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| |
12.1
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| |
51.9
|
| |
85.6
|
Foreign currency transaction losses (gains), net
|
| |
(0.7)
|
| |
1.0
|
| |
5.1
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| |
(5.9)
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Loss (income) on equity method investments
|
| |
10.7
|
| |
(0.3)
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| |
6.0
|
| |
(0.7)
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Loss on extinguishment of debt
|
| |
-
|
| |
-
|
| |
13.5
|
| |
1.1
|
Adjustments to LIFO inventories
|
| |
6.8
|
| |
7.8
|
| |
12.0
|
| |
36.1
|
Cybersecurity incident costs(f)
|
| |
0.6
|
| |
-
|
| |
2.3
|
| |
-
|
Gain on settlement of post-acquisition contingencies
|
| |
-
|
| |
-
|
| |
-
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| |
(6.2)
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Interest income on cash and cash equivalents
|
| |
(11.4)
|
| |
(4.7)
|
| |
(28.8)
|
| |
(8.0)
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Other adjustments(g)
|
| |
0.4
|
| |
(1.4)
|
| |
(0.8)
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| |
(15.7)
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Adjusted EBITDA
|
| |
$458.5
|
| |
$400.1
|
| |
$1,786.8
|
| |
$1,434.8
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(a)
|
Depreciation expense excludes depreciation of rental equipment of $0.9 million and $0.9 million for the three months ended March, 2024 and 2023, respectively, and $3.7 million and $3.4 million for the fiscal years ended December 31, 2023 and 2022, respectively.
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(b)
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Represents $89.5 million and $89.8 million of amortization of intangible assets arising from acquisitions (customer relationships, technology, tradenames and backlog) and $2.1 million and $2.6 million of amortization of non-acquisition related intangible assets, in each case for the three months ended March 31, 2024 and 2023, respectively. Represents $357.5 million and $328.8 million of amortization of intangible assets arising from acquisitions (customer relationships, technology, tradenames and backlog) and $10.0 million and $18.8 million of amortization of non-acquisition related intangible assets, in each case for the fiscal years ended December 31, 2023 and 2022, respectively.
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(c)
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Restructuring and related business transformation costs consisted of the following:
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Three Months Ended March 31,
|
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Fiscal Year Ended
December 31,
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2024
|
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2023
|
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2023
|
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2022
|
|
Restructuring charges
|
| |
$9.7
|
| |
$2.9
|
| |
$19.9
|
| |
$29.3
|
Facility reorganization, relocation and other costs
|
| |
1.0
|
| |
1.4
|
| |
3.0
|
| |
3.0
|
Total restructuring and related business transformation costs
|
| |
$10.7
|
| |
$4.3
|
| |
$22.9
|
| |
$32.3
|
(d)
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Represents costs associated with successful and/or abandoned acquisitions and divestitures, including third-party expenses, post-closure integration costs, and non-cash charges and credits arising from fair value purchase accounting adjustments.
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(e)
|
Represents stock-based compensation expense recognized for the fiscal year ended December 31, 2022 of $78.9 million and associated employer taxes of $6.7 million.
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(f)
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Represents non-recoverable costs associated with a cybersecurity event.
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(g)
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Includes (i) pension and other postemployment plan costs other than service costs and (ii) other miscellaneous adjustments for the three months ended March 31, 2024 and 2023, respectively. For the fiscal years ended December 31, 2023 and 2022, includes (i) effects of the amortization of prior service costs and amortization of losses in pension and other postemployment expense and (ii) other miscellaneous adjustments.
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require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity;
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•
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limit our ability to incur unsecured indebtedness;
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•
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restrict our subsidiaries' ability to issue securities or otherwise incur indebtedness that would be senior to our equity interests in our subsidiaries and therefore rank effectively senior to the notes;
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•
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restrict our ability to repurchase or prepay any other of our securities or other indebtedness;
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•
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restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our common stock or other securities ranking junior to the notes; or
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•
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limit our ability to sell, merge or consolidate any of our subsidiaries.
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on a historical basis; and
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•
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as adjusted for this Offering and the use of net proceeds therefrom for the Credit Facilities Repayment, but not any other use of proceeds and not for the Acquisition.
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As of March 31,
2024
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As Adjusted for
the Offering
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(in millions)
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||||
Cash and cash equivalents(1)
|
| |
$1,452.3
|
| |
$
|
Short-term borrowings
|
| |
$1.7
|
| |
$1.7
|
Long-term debt, including current maturities:
|
| | | | ||
Existing Senior Secured Credit Facilities:
|
| | | | ||
Existing Revolving Credit Facility(2)
|
| |
-
|
| |
-
|
Dollar Term Loan B(3)
|
| |
342.9
|
| |
-
|
Dollar Term Loan(3)
|
| |
890.0
|
| |
-
|
5.400% Senior Notes due 2028(3)
|
| |
498.3
|
| |
498.3
|
5.700% Senior Notes due 2033(3)
|
| |
992.8
|
| |
992.8
|
20 Notes offered hereby(4)
|
| |
-
|
| | |
20 Notes offered hereby(4)
|
| |
-
|
| | |
20 Notes offered hereby(4)
|
| |
-
|
| | |
20 Notes offered hereby
|
| |
-
|
| | |
20 Notes offered hereby
|
| |
-
|
| | |
Finance leases and other long-term debt
|
| |
14.9
|
| |
14.9
|
Unamortized debt issuance costs
|
| |
(22.3)
|
| | |
Total long-term debt, net, including current maturities
|
| |
$2,716.6
|
| |
$
|
Total stockholders' equity
|
| |
$9,919.7
|
| |
$9,919.7
|
Total capitalization
|
| |
$12,638.0
|
| |
$
|
(1)
|
As described in "Use of Proceeds," absent a Special Mandatory Redemption, we intend to use the net proceeds of the 20 notes, the 20 notes and the 20 notes to partially fund the cash consideration for the Acquisition, with any remaining cash consideration to be funded with cash on hand. In the event of a Special Mandatory Redemption, we intend to use the net proceeds of the 20 notes, the 20 notes and the 20 notes to partially fund such Special Mandatory Redemption, with any remaining amount of the Special Mandatory Redemption Price (as defined below) to be funded with cash on hand and/or revolver borrowings. Pending application of the net proceeds of the 20 notes, 20 notes and 20 notes for the foregoing purposes, we may invest such net proceeds in either cash or high-quality, short-term debt securities. For purposes of the foregoing table, we have included the net proceeds of the 20 notes, 20 notes and 20 notes in Cash and cash equivalents, as adjusted.
|
(2)
|
As of March 31, 2024, our Existing Revolving Credit Facility had $2,000.0 million of aggregate secured borrowing capacity. In connection with this Offering, we expect to enter into the New Revolving Credit Facility, which we expect will be undrawn at the closing of this Offering, to replace our Existing Revolving Credit Facility. We expect the New Revolving Credit Facility will have $2,600.0 million of aggregate unsecured borrowing capacity. In addition, we expect to be able to increase the borrowing availability under the New Revolving Credit Facility by up to $1,000.0 million. See "Summary-Recent Developments-Refinancing Transactions."
|
(3)
|
This amount is net of unamortized discounts. Total unamortized discounts were $9.5 million as of March 31, 2024.
|
(4)
|
If (i) the Acquisition is not consummated on or prior to the Special Mandatory Redemption End Date or (ii) we notify the trustee under the indenture that we will not pursue consummation of the Acquisition, then we will be required to redeem all of the outstanding 20 notes, 20 notes and 20 notes. See "Description of Notes-Special Mandatory Redemption."
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•
|
rank equally in right of payment with all of our other senior unsecured indebtedness from time to time outstanding;
|
•
|
rank senior in right of payment to all of our subordinated indebtedness from time to time outstanding; and
|
•
|
effectively rank junior to all of the indebtedness and other liabilities of our subsidiaries from time to time outstanding and to all of our secured indebtedness from time to time outstanding to the extent of the value of the assets securing such secured indebtedness.
|
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(1)
|
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes of such series matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus (i) basis points in the case of the 20 Notes, (ii) basis points in the case of the 20 Notes, (iii) basis points in the case of the 20 Notes, (iv) basis points in the case of the 20 Notes, or (v) basis points in the case of the 20 Notes, less (b) interest accrued thereon to the redemption date, and
|
(2)
|
100% of the principal amount of the Notes to be redeemed,
|
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(1)
|
Liens under the Senior Secured Credit Facilities;
|
(2)
|
Liens (other than Liens under the Senior Secured Credit Facilities) existing on the Issue Date;
|
(3)
|
Liens in favor of the Trustee for the benefit of holders of the Notes;
|
(4)
|
(a) Liens in favor of us and (b) Liens of a Material Subsidiary in favor of one or more of our other Subsidiaries;
|
(5)
|
Liens on any property existing at the time we or a Material Subsidiary acquired or leased such property, including property acquired by us or a Material Subsidiary through a merger or similar transaction;
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(6)
|
Liens on any Principal Property to secure Debt incurred to provide funds for all or part of the cost of acquisition, construction, development, replacement, repair or improvement of such Principal Property, whether through the direct purchase of assets or the equity interests of any Person owning such assets; provided that (a) such Liens are limited to the Principal Property which was so acquired, constructed, developed or improved, as applicable, and (b) the commitment of the creditor to extend the Debt secured by any such Lien shall have been obtained not later than 24 months after the later of (i) the completion of the acquisition, construction, development, replacement, repair or improvement of such Principal Property and (ii) the placing in operation of such Principal Property or of such Principal Property as so constructed, developed, replaced, repaired or improved;
|
(7)
|
Liens on property of any Person existing at the time such Person becomes a Material Subsidiary;
|
(8)
|
Liens imposed by law for taxes, assessments or charges of any governmental authority which are not overdue for a period of more than 60 days, or to the extent that such amounts are being contested in good faith by appropriate actions and adequate reserves in accordance with GAAP are being maintained therefor;
|
(9)
|
(a) customary landlords' Liens under leases to which such Person is a party, and (b) Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law or created in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith by appropriate actions;
|
(10)
|
Liens securing (a) the non-delinquent performance of bids, trade contracts (other than for borrowed money), leases or statutory obligations, (b) surety bonds (excluding appeal bonds and other bonds posted in connection with court proceedings or judgments) and (c) other non-delinquent obligations of a like nature (including those to secure health, safety and environmental obligations) in each case incurred in the ordinary course of business;
|
(11)
|
(a) Liens created by or resulting from any litigation or other proceeding that is being contested in good faith by appropriate proceedings, including Liens arising out of judgments or awards against the Company or our Subsidiaries with respect to which we or our Subsidiaries are in good faith prosecuting an appeal or proceedings for review or for which the time to make an appeal has not yet expired, and Liens relating to final unappealable judgment liens which are satisfied within 60 days of the date of judgment or Liens incurred by the Company or any of our Subsidiaries for the purpose of obtaining a stay or discharge in the course of any litigation or proceeding to which we or any of our Subsidiaries is a party, and (b) judgment liens in respect of judgments that do not constitute an Event of Default under clause (6) of the first paragraph under "Events of Default", and deposits securing appeal or other surety bonds related to such judgments;
|
(12)
|
(i) easements, covenants, conditions, restrictions, zoning restrictions, building codes, land use laws, leases, subleases, licenses, rights of way, minor irregularities in, or lack of, title and similar encumbrances affecting real property, (ii) with respect to any lessee's or licensee's interest in real or personal property, mortgages, liens, rights and obligations and other encumbrances arising by, through or under any owner, lessor or licensor thereof and (iii) leases, licenses, rights and obligations in connection with patents, copyrights, trademarks, tradenames and other intellectual property, in each case that do not secure the payment of indebtedness to the extent, in the case of each of clauses (i), (ii) and (iii), that the Liens referred to therein do not, in the aggregate, materially detract from the value of the affected property as used by the Company or any Subsidiary in the ordinary course of business or interfere in any material respect with the ordinary conduct of the business of the Company and the Subsidiaries, taken as a whole;
|
(13)
|
Liens securing obligations in respect of Capital Leases on assets subject to such leases; provided that such leases are not otherwise prohibited;
|
(14)
|
Liens incurred and pledges and deposits made in the ordinary course of business (i) in connection with workers' compensation, disability or unemployment insurance, old-age pensions, retiree health benefits
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(15)
|
Liens in favor of any Governmental Authority (i) to secure partial progress, advance or other payments pursuant to any contract or statute or (ii) to secure any indebtedness incurred for the purpose of financing all or part of the purchase price or cost of constructing or improving the property subject to such Liens;
|
(16)
|
Liens arising from filing UCC (or similar law of any jurisdiction) financing statements or similar precautionary public filings, registrations or agreements in foreign jurisdictions by lessors, consignors and bailors regarding leases and consignment or bailee arrangements not prohibited by the Indenture and Liens securing liabilities in respect of indemnification obligations thereunder as long as each such Lien only encumbers the assets that are the subject of the related lease (or contained in such leasehold) or consignment or bailee, and other similar precautionary statements, filings or agreements;
|
(17)
|
any Lien renewing, extending or replacing any Lien referred to in any of clauses (2) through (16) above, to the extent that (a) the principal amount of the Debt secured by such Lien is not increased and (b) no assets encumbered by any such Lien other than the assets permitted to be encumbered immediately prior to such renewal, extension or replacement are encumbered thereby;
|
(18)
|
Liens securing Debt in an aggregate amount at the time of the creation of such Lien that, together with (a) the amount of Debt secured by other Liens pursuant to this clause (18) at such time and (b) the amount of Attributable Debt in respect of Sale and Leaseback Transactions entered into pursuant to clause (1) of "-Limitation on Sale and Leaseback Transactions" at such time, do not exceed an amount equal to the greater of (i) 15% of Consolidated Tangible Assets and (ii) $1,000 million; or
|
(19)
|
Liens arising under the Indenture in favor of the Trustee, in its capacity as such, for its own benefit and similar Liens in favor of other trustees, agents and representatives arising under instruments governing indebtedness permitted to be incurred under the Indenture; provided, however, that such Liens are solely for the benefit of the Trustees, agents or representatives in their capacities as such and not for the benefit of the holders of such indebtedness.
|
(1)
|
the Company or such Material Subsidiary, at the time of entering into such Sale and Leaseback Transaction, would be entitled to incur Debt secured by a Lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Leaseback Transaction, without equally and ratably securing the Notes, pursuant to clause (18) of "-Limitations on Liens" above;
|
(2)
|
(a) the proceeds of the Sale and Leaseback Transaction are at least equal to the fair market value of the Principal Property leased pursuant to such transaction (as determined by our Board in good faith) and (b) an amount equal to the greater of (i) the net proceeds of the sale or transfer and (ii) the Attributable Debt of the Principal Property sold (as determined by us) is applied within 180 days of the Sale and Leaseback Transaction to either (x) the purchase or acquisition of, or, in the case of real property, the commencement of construction on or improvement of, property or assets, or (y) the voluntary retirement or repayment (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Funded Debt of ours (other than indebtedness subordinated to the Notes) or a Material Subsidiary, for money borrowed, maturing more than 12 months after the voluntary retirement;
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(3)
|
the lease is for a period not exceeding three years and by the end of which it is intended that the use of such Principal Property by the lessee will be discontinued; or
|
(4)
|
the lease is between us and one of our Material Subsidiaries or between our Material Subsidiaries.
|
(a)
|
either (i) we are the surviving Person or (ii) if we are not the surviving Person, then the surviving Person formed by such consolidation or combination or into which we are merged or the Person to which our properties and assets are so sold, assigned, transferred, leased or otherwise disposed of shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, on condition that the surviving Person shall execute and deliver to the Trustee a supplemental indenture expressly assuming the Company's obligations under the Notes and the Indenture;
|
(b)
|
immediately after giving effect to such transaction, no default or event of default has occurred and is continuing under the Indenture; and
|
(c)
|
we or the surviving Person will have delivered to the Trustee an officer's certificate and opinion of counsel stating that the transaction or series of related transactions and supplemental indenture, if any, complies with the Indenture.
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•
|
accept for payment all Notes or portions of Notes properly tendered pursuant to the applicable Change of Control Offer;
|
•
|
deposit with the paying agent (or, if we are acting as our own paying agent, segregate and hold in trust) an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered pursuant to the applicable Change of Control Offer; and
|
•
|
deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer's certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased.
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(1)
|
the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any "person" or "group" (as those terms are used in Section 13(d)(3) of the Exchange Act) other than to the Company or one or more of its Subsidiaries;
|
(2)
|
the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" or "group" (as those terms are used in Section 13(d)(3) of the Exchange Act) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company, measured by voting power rather than number of shares;
|
(3)
|
the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or the Voting Stock of such other Person is converted into or
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(4)
|
the approval by the holders of the Voting Stock of the Company of any plan for the liquidation or dissolution of the Company.
|
(1)
|
default for 30 days in payment of any interest due and payable on any Note of such series;
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(2)
|
default in payment of principal or premium (if any) on any Notes of such series when due and payable, whether at maturity or upon acceleration, redemption (including failure to make the Special Mandatory Redemption, if required in accordance with the terms described above), required repurchase or otherwise;
|
(3)
|
our failure to comply with the covenant described under "Certain Covenants-Consolidation, Merger and Sale of Assets," or our failure, for 180 days after written notice to us by the Trustee or holders of at least 25% in aggregate principal amount of the outstanding Notes of such series to comply with the reporting requirements under the Indenture;
|
(4)
|
default in our performance of any other covenants or agreements in respect of the Notes of such series contained in the Indenture or the Notes of such series for 90 days after written notice is received by us from the Trustee, or received by us and the Trustee from the holders of at least 25% in aggregate principal amount of the Notes of such series then outstanding;
|
(5)
|
an event of default under the terms of any indenture or instrument for borrowed money under which we or any of our Subsidiaries has outstanding an aggregate principal amount of at least $250,000,000 which event of default results in an acceleration of the payment of all or a portion of such indebtedness for money borrowed (which acceleration is not rescinded or annulled within 30 days after notice of such acceleration);
|
(6)
|
the entry against the Company, any Material Subsidiary or any Significant Subsidiary of one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) in excess of $250,000,000 (to the extent not covered by independent third-party insurance as to which the insurer has been notified of the claim and does not dispute coverage) and (A) enforcement proceedings are commenced by any creditor upon such judgment or order or (B) there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; and
|
(7)
|
certain events of bankruptcy, insolvency and reorganization of us or our Significant Subsidiaries.
|
(1)
|
the holder gives the Trustee written notice of a continuing event of default for the Notes of such series;
|
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(2)
|
the holders of at least 25% in aggregate principal amount of the outstanding Notes of such series make a written request to the Trustee to pursue the remedy;
|
(3)
|
the holder offers to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense;
|
(4)
|
the Trustee fails to act for a period of 60 days after receipt of notice and offer of security or indemnity; and
|
(5)
|
during that 60-day period, the holders of a majority in principal amount of the Notes of such series do not give the Trustee a direction inconsistent with the request.
|
•
|
to cure any ambiguity, omission, defect or inconsistency, to convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to make such other provisions in regard to matters or questions arising under the Indenture, in each case, that does not adversely affect holders of the Notes of such series in any material respect;
|
•
|
to provide for the assumption of our obligations under the Indenture by a successor in accordance with the covenant described in "-Consolidation, Merger and Sale of Assets";
|
•
|
add guarantors with respect to the Notes of such series;
|
•
|
to provide or release any security, so long as such modification or release is otherwise permitted under the Indenture;
|
•
|
to comply with any requirement in connection with the qualification of the Indenture under the TIA;
|
•
|
to add covenants to the Notes of such series for the benefit of the holders of the Notes of such series or to surrender any rights we have under the Indenture;
|
•
|
to add events of default with respect to the Notes of such series;
|
•
|
to add circumstances under which we will pay additional interest on the Notes of such series;
|
•
|
to make any change that would provide any additional rights or benefits to the holders of the Notes of such series or that does not adversely affect the rights under the Indenture of any holder of the Notes of such series in any material respect;
|
•
|
to conform the provisions of the Indenture to this "Description of Notes" section;
|
•
|
to provide for the issuance of and establish the form and terms and conditions of additional debt securities of any series, including Additional Notes, as permitted by the Indenture;
|
•
|
to provide for uncertificated Notes in addition to or in place of certificated Notes;
|
•
|
to change or eliminate any of the provisions of the Indenture, on condition that any such change or elimination will become effective only when there are no outstanding Notes of such series that is adversely affected by such change in or elimination of such provision;
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•
|
to supplement any of the provisions of the Indenture to such extent as will be necessary to permit or facilitate the defeasance and discharge of such series of Notes as permitted under the Indenture; provided that any such action will not adversely affect the interests of the holders of Notes of that or any other series in any material respect;
|
•
|
to evidence and provide for the acceptance under the Indenture by a successor trustee with respect to the Notes of one or more series and to add to or change any of the provisions of the Indenture necessary to provide for or facilitate the administration of the trusts under the Indenture by more than one trustee;
|
•
|
to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not adversely affect the rights of Holders to transfer Notes;
|
•
|
to comply with the rules of any applicable securities depositary; or
|
•
|
to add collateral with respect to any or all of the Notes of such series.
|
•
|
make any change in the percentage of principal amount of Notes of such series whose holders must consent to an amendment, supplement or waiver or to make any change in this provision for modification;
|
•
|
reduce any rate of interest or change the time for payment of interest on the Notes of such series;
|
•
|
reduce the principal amount of the Notes of such series or change their final stated maturity;
|
•
|
make payments on the Notes payable in currency other than as originally stated in Notes of such series;
|
•
|
reduce the amount payable, including any premium payable upon, the optional or mandatory redemption or repurchase of any Notes or change the time (other than amendments related to notice provisions) at which any Notes may be redeemed;
|
•
|
alter or waive any of the provisions with respect to the redemption of the Notes pursuant to the provisions described under "Description of Notes-Special Mandatory Redemption;"
|
•
|
change the provisions relating to the waiver of past defaults or impair the holder's right to institute suit for the enforcement of any payment on Notes (other than as permitted by the immediately succeeding bullet); or
|
•
|
waive a continuing default or event of default regarding any principal or interest payment on Notes of such series (except a rescission of acceleration of the Notes by holders of at least a majority in aggregate principal amount of the then-outstanding Notes of such series and a waiver of the payment default that resulted from such acceleration).
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•
|
we will be discharged from our obligations with respect to the Notes of such series ("Legal Defeasance"); or
|
•
|
we will no longer have any obligation to comply with specified restrictive covenants, if any, with respect to the Notes of such series, including the provisions described under the headings "-Certain Covenants-Limitation on Liens," "-Certain Covenants-Limitation on Sale and Leaseback Transactions," "-Certain Covenants-Reports and Other Information" and "-Offer to Repurchase Upon a Change of Control Triggering Event", and certain covenants in the Indenture related to our corporate existence, and the related events of default will no longer apply ("Covenant Defeasance").
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•
|
DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered under Section 17A of the Exchange Act.
|
•
|
DTC holds securities that its participants deposit with DTC and facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants' accounts, thereby eliminating the need for physical movement of securities certificates.
|
•
|
Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations.
|
•
|
DTC is owned by a number of its direct participants and by The New York Stock Exchange, Inc. and the Financial Industry Regulatory Authority, Inc. (successor to the National Association of Securities Dealers, Inc.).
|
•
|
Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly.
|
•
|
The rules applicable to DTC and its direct and indirect participants are on file with the SEC.
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•
|
upon deposit of the global notes with DTC or its custodian, DTC will credit on its internal system the accounts of direct participants designated by the underwriters with portions of the principal amounts of the global notes; and
|
•
|
ownership of the notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC or its nominee, with respect to interests of direct participants, and the records of direct and indirect participants, with respect to interests of persons other than participants.
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•
|
DTC notifies us that it is no longer willing or able to act as a depositary for such global note or ceases to be a clearing agency registered under the Exchange Act, and we have not appointed a successor depositary within 90 days of that notice or becoming aware that DTC is no longer so registered;
|
•
|
an event of default under the indenture has occurred and is continuing, and DTC requests the issuance of certificated notes; or
|
•
|
we determine (subject to DTC's procedures) not to have the notes of such series represented by a global note.
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•
|
an individual who is a citizen or resident of the United States;
|
•
|
a corporation that is created or organized under the laws of the United States, any state thereof or the District of Columbia;
|
•
|
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
|
•
|
a trust if it (i) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.
|
•
|
a dealer or broker in securities or currencies;
|
•
|
a financial institution;
|
•
|
a regulated investment company;
|
•
|
a real estate investment trust;
|
•
|
a tax-exempt entity;
|
•
|
an insurance company;
|
•
|
a person holding the notes as part of a hedging, integrated, conversion or constructive sale transaction or a straddle;
|
•
|
a trader in securities that has elected the mark-to-market method of accounting for your securities;
|
•
|
a person liable for alternative minimum tax;
|
•
|
a partnership or other pass-through entity (or an investor in such an entity);
|
•
|
a U.S. holder that holds notes through a non-U.S. broker or other non-U.S. intermediary;
|
•
|
a U.S. holder whose "functional currency" is not the U.S. dollar;
|
•
|
a "controlled foreign corporation";
|
•
|
a "passive foreign investment company";
|
•
|
a person required to accelerate the recognition of any item of gross income with respect to the notes as a result of such income being recognized on an applicable financial statement; or
|
•
|
a U.S. expatriate.
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•
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interest paid on the notes is not effectively connected with your conduct of a trade or business in the United States;
|
•
|
you do not actually or constructively own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and applicable U.S. Treasury regulations;
|
•
|
you are not a controlled foreign corporation that is actually or constructively related to us through stock ownership;
|
•
|
you are not a bank whose receipt of interest on the notes is described in Section 881(c)(3)(A) of the Code; and
|
•
|
either (1) you provide your name and address on an applicable IRS Form W-8, and certify, under penalties of perjury, that you are not a United States person as defined under the Code or (2) you hold your notes through certain foreign intermediaries and satisfy the certification requirements of applicable U.S. Treasury regulations. Special certification rules apply to non-U.S. holders that are pass-through entities rather than corporations or individuals.
|
•
|
IRS Form W-8BEN or Form W-8BEN-E (or other applicable form) certifying an exemption from or reduction in withholding under the benefit of an applicable income tax treaty; or
|
•
|
IRS Form W-8ECI (or other applicable form) certifying that interest paid on the notes is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States (as discussed below under "-U.S. Federal Income Tax").
|
•
|
the gain is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base), in which case such gain will generally be subject to U.S. federal income tax (and possibly branch profits tax) in the same manner as effectively connected interest as described above; or
|
•
|
you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition and certain other conditions are met, in which case you will generally be subject to U.S. federal income tax at a rate of 30% (or a lower rate under an applicable income tax treaty) on the gain derived from the sale or other taxable disposition, which may be offset by certain United States-source capital losses.
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Underwriter
|
| |
Principal
Amount of
20 Notes
|
| |
Principal
Amount of
20 Notes
|
| |
Principal
Amount of
20 Notes
|
| |
Principal
Amount of
20 Notes
|
| |
Principal
Amount of
20 Notes
|
BofA Securities, Inc.
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
Citigroup Global Markets Inc.
|
| | | | | | | | | | |||||
Goldman Sachs & Co. LLC
|
| | | | | | | | | | |||||
J.P. Morgan Securities LLC
|
| | | | | | | | | | |||||
Mizuho Securities USA LLC
|
| | | | | | | | | | |||||
Total
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
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Paid by us
|
|
Per 20 Note
|
| |
%
|
Per 20 Note
|
| |
%
|
Per 20 Note
|
| |
%
|
Per 20 Note
|
| |
%
|
Per 20 Note
|
| |
%
|
Total
|
| |
$
|
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•
|
to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the "SFA")) pursuant to Section 274 of the SFA;
|
•
|
to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA; or
|
•
|
otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
|
•
|
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
|
•
|
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the notes pursuant to an offer made under Section 275 of the SFA except:
|
•
|
to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
|
•
|
where no consideration is or will be given for the transfer;
|
•
|
where the transfer is by operation of law;
|
•
|
as specified in Section 276(7) of the SFA; or
|
•
|
as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.
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Page
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About this Prospectus
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| |
1
|
Risk Factors
|
| |
2
|
Special Note Regarding Forward-Looking Statements
|
| |
3
|
Ingersoll Rand Inc.
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| |
6
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Use of Proceeds
|
| |
7
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Description of Debt Securities
|
| |
8
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Plan of Distribution
|
| |
9
|
Legal Matters
|
| |
10
|
Experts
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| |
10
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Incorporation by Reference
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10
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Where You Can Find More Information
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11
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We have exposure to the risks associated with instability in the global economy and financial markets, which may negatively impact our revenues, liquidity, suppliers and customers.
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•
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The COVID-19 pandemic could have a material and adverse effect on our business, results of operations and financial condition in the future.
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•
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Information systems failure or disruption, due to cyber terrorism or other actions, may adversely impact our business and result in financial loss to us or liability to our customers.
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•
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More than half of our sales and operations are in non-U.S. jurisdictions and we are subject to the economic, political, regulatory and other risks of international operations.
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•
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Large or rapid increases in the cost of raw materials and component parts, substantial decreases in their availability or our dependence on particular suppliers of raw materials and component parts could materially and adversely affect our operating results.
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•
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We face competition in the markets we serve, which could materially and adversely affect our operating results.
|
•
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Shareholder and customer emphasis on environmental, social, and governance responsibility may impose additional costs on us or expose us to new risks.
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•
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Acquisitions and integrating such acquisitions create certain risks and may affect our operating results.
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•
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Our results of operations are subject to exchange rate and other currency risks. A significant movement in exchange rates could adversely impact our results of operations and cash flows.
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•
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If we are unable to develop new products and technologies, our competitive position may be impaired, which could materially and adversely affect our sales and market share.
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•
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Our success depends on our executive management and other key personnel and our ability to attract and retain top talent throughout the Company.
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Changes in tax or other laws, regulations, or adverse determinations by taxing or other governmental authorities could increase our effective tax rate and cash taxes paid or otherwise affect our financial condition or operating results.
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•
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Our business could suffer if we experience employee work stoppages, union and work council campaigns or other labor difficulties.
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•
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The risk of non-compliance with U.S. and foreign laws and regulations applicable to our international operations could have a significant impact on our results of operations, financial condition or strategic objectives.
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•
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Third parties may infringe upon our intellectual property or may claim we have infringed their intellectual property, and we may expend significant resources enforcing or defending our rights or suffer competitive injury.
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•
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The loss of, or disruption in, our distribution network could have a negative impact on our abilities to ship products, meet customer demand and otherwise operate our business.
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•
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Our ongoing and expected restructuring plans and other cost savings initiatives may not be as effective as we anticipate, and we may fail to realize the cost savings and increased efficiencies that we expect to result from these actions. Our operating results could be negatively affected by our inability to effectively implement such restructuring plans and other cost savings initiatives.
|
•
|
Cost overruns, delays, penalties or liquidated damages could negatively impact our results, particularly with respect to fixed-price contracts for custom engineered products.
|
•
|
A natural disaster, catastrophe, pandemic or other event could adversely affect our operations.
|
•
|
Our operating results could be adversely affected by a loss or reduction of business with key customers or consolidation or the vertical integration of our customer base.
|
•
|
Credit and counterparty risks could harm our business.
|
•
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We may not realize all of the expected benefits of the acquisition of and merger with the Industrial business of Ingersoll-Rand plc.
|
•
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Dispositions create certain risks and may affect our operating results.
|
•
|
We are a defendant in certain asbestos and silica-related personal injury lawsuits, which could adversely affect our financial condition.
|
•
|
The nature of our products creates the possibility of significant product liability and warranty claims, which could harm our business.
|
•
|
A significant portion of our assets consists of goodwill and other intangible assets, the value of which may be reduced if we determine that those assets are impaired.
|
•
|
Environmental compliance costs and liabilities could adversely affect our financial condition.
|
•
|
We face risks associated with our pension and other postretirement benefit obligations.
|
•
|
Our indebtedness could have important adverse consequences and adversely affect our financial condition.
|
•
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We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
|
•
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Despite our level of indebtedness, we and our subsidiaries may still be able to incur substantially more debt, including off balance sheet financing, contractual obligations and general and commercial liabilities. This could further exacerbate the risks to our financial condition described above.
|
•
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The terms of our senior secured credit agreement with UBS AG, Stamford Branch, as administrative agent, and other agents and lenders party thereto entered into on July 30, 2013 may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.
|
•
|
Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
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We utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on our variable rate indebtedness and we will be exposed to risks related to counterparty credit worthiness or non-performance of these instruments.
|
•
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If the financial institutions that are part of the syndicate of our senior secured revolving credit facility fail to extend credit under our senior secured revolving credit facility, our liquidity and results of operations may be adversely affected.
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our annual report on Form 10-K for the year ended December 31, 2022;
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•
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our quarterly reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023;
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•
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those portions of our definitive proxy statement on Schedule 14A filed on April 28, 2023, in connection with our 2023 annual meeting of shareholders that are incorporated by reference into our Form 10-K for the year ended December 31, 2022; and
|
•
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our current reports on Form 8-K filed on February 15, 2023,April 12, 2023 (Item 5.02 only), April 26, 2023, June 22, 2023 and August 4, 2023.
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BofA Securities
|
| |
Citigroup
|
| |
Goldman Sachs & Co. LLC
|
| |
J.P. Morgan
|
| |
Mizuho
|