Filed Pursuant to Rule 424(b)(5)
Registration No. 333-255905
The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, dated February 16, 2023
PRELIMINARY PROSPECTUS SUPPLEMENT
(To prospectus dated May 7, 2021)
Trane Technologies Financing Limited
$ % Senior Notes due 20
Fully and unconditionally guaranteed by
Trane Technologies plc
Trane Technologies Global Holding Company Limited
Trane Technologies Lux International Holding Company S.à r.l.
Trane Technologies Irish Holdings Unlimited Company
Trane Technologies Company LLC
Trane Technologies HoldCo Inc.
Trane Technologies Financing Limited, an Irish private limited company with a registered office located at 170/175 Lakeview Dr., Airside Business Park, Swords, Co. Dublin, Ireland (“TTFL” or the “Issuer”), an indirect, wholly-owned subsidiary of Trane Technologies plc (“Trane plc”) is offering $ aggregate principal amount of % Senior Notes due 20 (the “notes”).
The net proceeds from this offering will be used to redeem the 4.250% Senior Notes due 2023 (the “Existing 2023 Notes”) issued by Trane Technologies HoldCo Inc. (“Trane Holdco”), including the payment of fees, expenses, premiums and accrued interest in connection therewith, and any remaining proceeds for general corporate purposes.
Interest on the notes will be paid semi-annually in arrears on and of each year, beginning on , 2023. The notes will mature on , 20 .
The notes will be senior unsecured obligations of the Issuer and will rank equally with all of the Issuer’s existing and future senior unsecured indebtedness. The notes will be guaranteed, fully and unconditionally as to the payment of principal of and premium, if any, and interest on the notes by each of Trane plc, Trane Technologies Global Holding Company Limited (“TTGH”), Trane Technologies Lux International Holding Company S.à r.l. (“Lux International”), Trane Technologies Irish Holdings Unlimited Company (“Irish Holdings”), Trane Technologies Company LLC (“TTC”) and Trane Holdco, each of which is a wholly-owned subsidiary of Trane plc. We refer to Trane plc, TTGH, Lux International, Irish Holdings, TTC and Trane Holdco as the “Guarantors.” The guarantees will be senior unsecured obligations of the Guarantors and will rank equally with all of the Guarantors’ existing and future senior unsecured indebtedness.
The Issuer may redeem all or part of the notes at any time prior to maturity at the redemption prices specified in this prospectus supplement. See “Description of the Notes—Optional Redemption of the Notes.”
In the event of a Change of Control Triggering Event (as defined herein), the holders of the notes may require the Issuer to purchase all or part of their notes at the purchase price specified in this prospectus supplement.
Investing in the notes involves risks including those described in the “Risk Factors” section beginning on page S-12 of this prospectus supplement, page 7 of the accompanying prospectus and in our other filings with the Securities and Exchange Commission (the “SEC”), which are incorporated by reference into this prospectus supplement and the accompanying prospectus.
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| | Public Offering Price(1) | | | Underwriting Discount | | | Proceeds to the Issuer (before expenses) | |
| | Per Note | | | Total | | | Per Note | | | Total | | | Per Note | | | Total | |
% Senior Notes due | | | % | | | $ | | | | | % | | | $ | | | | | % | | | $ | | |
(1) | Plus accrued interest, if any, from , 2023, if settlement occurs after that date. |
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We intend to list the notes on the New York Stock Exchange. Trading in the notes is expected to begin within 30 days of the original issue date. If such a listing is obtained, we will have no obligation to maintain such listing, and we may delist the notes at any time. There is currently no established trading market for the notes.
We expect that delivery of the notes will be made to investors in book-entry form only through the facilities of The Depository Trust Company and its participants, including Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V., against payment in New York, New York on or about , 2023.
Joint Book-Running Managers
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BofA Securities | | Goldman Sachs & Co. LLC | | J.P. Morgan |
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BNP PARIBAS | | Citigroup | | Mizuho |
Prospectus Supplement dated February , 2023