| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosures set forth in Item 8.01 pertaining to the Notes are incorporated by reference herein.
On March 3, 2023, Trane Technologies Financing Limited (the “Issuer”), a wholly-owned subsidiary of Trane Technologies plc (“Trane Parent”), issued $700 million aggregate principal amount of 5.250% Senior Notes due 2033 (the “Notes”), pursuant to an Indenture, dated as of March 3, 2023 (the “Base Indenture”), as supplemented by the Supplemental Indenture, dated as of March 3, 2023 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), relating to the Notes, among the Issuer, Trane Parent, 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 and Trane Technologies HoldCo Inc., as guarantors (the “Guarantors”) and Computershare Trust Company, N.A., as trustee. The Notes were sold pursuant to an Underwriting Agreement, dated as of February 16, 2023, by and among the Issuer, the Guarantors and BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters.
The Issuer intends to use the net proceeds from the offering to redeem the $700 million aggregate principal amount of the 4.250% Senior Notes due 2023 issued by Trane Technologies HoldCo Inc., including the payment of fees, expenses, premiums and accrued interest in connection therewith.
The Notes and the related guarantees have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a shelf registration statement on Form S-3ASR (File No. 333-255905) previously filed with the Securities and Exchange Commission under the Securities Act.
The Notes are senior unsecured obligations of the Issuer and rank equally with all of the Issuer’s existing and future senior unsecured indebtedness. The guarantees of the Notes are senior unsecured obligations of each Guarantor and rank equally with all of such Guarantor’s existing and future senior unsecured indebtedness.
The Issuer will pay interest on the Notes semi-annually on March 3 and September 3, beginning September 3, 2023, to holders of record on the preceding February 16 and August 19. Interest will be calculated on the basis of a 360-day year of twelve 30-day months. The Notes will mature on March 3, 2033. The Issuer may redeem the Notes, in whole or in part, at any time prior to December 3, 2032 (three months prior to the maturity date of the Notes), at a redemption price equal to the greater of 100% of the principal amount of such notes to be redeemed and a “make-whole” redemption price. In addition, the Issuer may redeem the Notes, in whole or in part, at any time on or after December 3, 2032 (three months prior to the maturity date of the Notes), at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon up to, but not including, the redemption date. In the event of a change of control triggering event (as defined in the Indenture), the holders of the Notes may require the Issuer to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to the date of purchase. If, as a result of certain tax law changes, the Issuer or any Guarantor (other than Trane Technologies Global Holding Company Limited, Trane Technologies Company LLC and Trane Technologies HoldCo Inc.) would be obligated to pay additional amounts in respect of withholding taxes or certain other tax indemnification payments with respect to any series of the Notes, and such obligation cannot be avoided by taking reasonable measures available to the Issuer or such Guarantor, the Issuer or such Guarantor may redeem the Notes in whole, but not in part, at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, and all additional amounts, if any, then due or becoming due on the redemption date. The Notes are subject to certain customary covenants, including limitations on Trane Parent’s and its restricted subsidiaries’ ability to incur indebtedness secured by certain liens and to engage in certain sale and leaseback transactions, and on each of the Issuer’s and the Guarantors’ ability to consolidate or merge with or into, or sell substantially all of its assets to, another person. These covenants are subject to important limitations and exceptions.
