UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event reported):
May 13, 2021 (May 10, 2021)
Ingersoll Rand Inc.
(Exact name of registrant as specified in its charter)
Delaware
| | 001-38095
| | 46-2393770
|
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
800-A Beaty Street
Davidson, North Carolina, 28036
(704) 655-4000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | Name of each exchange on which registered |
Common Stock, Par Value $0.01 Per Share
| | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On May 10, 2021, Ingersoll Rand Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, KKR Renaissance Aggregator L.P. (the “Selling Stockholder”), and Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. (collectively, the “Underwriters”), relating to an underwritten offering of 14,924,081 shares (the “Shares”), of the Company’s common stock, par value $0.01 per share, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-228090), filed on October 31, 2018. The offering is expected to be completed on May 13, 2021. Pursuant to the Underwriting Agreement, the Underwriters purchased the Shares at a price of $48.57 per share. The Company did not receive any proceeds from the offering.
The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
Exhibit No. | | Description |
| | Underwriting Agreement, dated as of May 10, 2021, by and among Ingersoll Rand Inc., the Selling Stockholder and Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | INGERSOLL RAND INC. |
| | |
Date: May 13, 2021 | By: | /s/ Andrew Schiesl |
| | | Name: | Andrew Schiesl |
| | | Title: | Senior Vice President, General Counsel, Chief Compliance Officer and Secretary |
