Item 1.01 Entry into a Material Definitive Agreement.
On April 17, 2018, Ingersoll-Rand Global Holding Company Limited (“IR Global”), Ingersoll-Rand Luxembourg Finance S.A. (“IR Lux” and, together with IR Global, the “Borrowers”), Ingersoll-Rand plc (“IR Parent”), Ingersoll-Rand Lux International Holding Company S.à r.l. (“IR Lux Holding Company”), Ingersoll-Rand Irish Holdings Unlimited Company (“Irish Holdings”), Ingersoll-Rand Company (“IR Company” and, together with IR Parent, Irish Holdings and IR Lux Holding Company, the “Guarantors”), JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Bank of America, N.A., BNP Paribas, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., and MUFG Bank, Ltd. as Documentation Agents, and JPMorgan Chase Bank, N.A. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, and certain lending institutions from time to time parties thereto, entered into a new $1 billion senior unsecured revolving credit agreement (the “2018 Revolving Credit Agreement”). The 2018 Revolving Credit Agreement has a term of five years. The proceeds of the 2018 Revolving Credit Agreement will be used (i) for working capital purposes of IR Parent, any of the Borrowers and their respective subsidiaries, (ii) to support the commercial paper programs of any of the Borrowers and any additional borrowers and (iii) for other general corporate purposes of IR Parent, any of the Borrowers and their respective subsidiaries.
All obligations under the 2018 Revolving Credit Agreement will be guaranteed on a senior basis by the Guarantors and each Borrower will guarantee the obligations under the 2018 Revolving Credit Agreement of the other Borrower. The 2018 Revolving Credit Agreement contains negative and affirmative covenants and events of default customary for credit facilities of this type.
The foregoing description of the 2018 Revolving Credit Agreement is included to provide information regarding its terms. It does not purport to be a complete description and is qualified in its entirety by reference to the full text of the 2018 Revolving Credit Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
Effective April 17, 2018, the Borrower and the Guarantors terminated the Credit Agreement dated as of March 20, 2014 among IR Global, IR Parent, the additional borrowers from time to time a party thereto, the other guarantors from time to time a party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Bank of America, N.A., BNP Paribas, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Documentation Agents, and J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners; and certain other lending institutions (the “2014 Revolving Credit Agreement”). The 2014 Revolving Credit Agreement was a $1 billion senior unsecured revolving credit agreement that was due to expire in 2019. The 2018 Revolving Credit Agreement replaced the 2014 Revolving Credit Agreement.