12/27/2022 0 Comments Gaardner denver holdings spin ioff![]() #Gaardner denver holdings spin ioff update#We look forward to our upcoming earnings call at which time we will provide a business update and discuss fourth quarter and full year 2019 results as well as provide an update on the status of the transaction, which continues to be on track to close in early 2020.” As we look ahead, optimizing our financing as part of the pending merger is a key step toward positioning the new company for future success. #Gaardner denver holdings spin ioff free#“The results are better than the mid-point of our most recent guidance for 2019 Adjusted EBITDA and Free Cash Flow, driven by solid commercial and operational execution across the segments and continued progress on improving net working capital. “We are pleased to announce the launch of the financing for the Ingersoll Rand transaction and excited about the strong finish to the year,” said Vicente Reynal, Chief Executive Officer. As part of the financing activity, the Company is disclosing selected financial information contained in this release. Later today, Gardner Denver intends to launch the marketing of (i) a $1,900 million 7-year Senior Secured Term Loan B in connection with the spin-off of Ingersoll Rand’s Industrial Segment and (ii) an amendment and extension of the Company’s existing Senior Secured Term Loans to align their maturity dates with the new Term Loan B, among other changes. On April 30, 2019, Ingersoll Rand plc (“Ingersoll Rand”) and Gardner Denver announced they had entered into a merger agreement, whereby Ingersoll Rand’s Industrial Segment would be separated from Ingersoll Rand, spun off to Ingersoll Rand shareholders and subsequently combined with Gardner Denver in a Reverse Morris Trust arrangement. ![]() These unaudited financial results are preliminary and are subject to finalization of the Company’s quarterly and annual financial and accounting procedures. Total debt as of Decemis expected to be $1.6 billion, Net debt as of Decemis expected to be $1.1 billion and Net debt to Adjusted EBITDA leverage for the year is expected to be 2.0x. In addition, the Company expects to report annual cash flow from operating activities of $343 million and $43 million in capital expenditures, resulting in free cash flow of $300 million. ![]() The Company anticipates reporting full year 2019 revenues of $2.5 billion, Income before income taxes of $191 million, and Adjusted EBITDA of $565 million, resulting in Adjusted EBITDA as a percentage of revenues of 23.0%. (NYSE: GDI) announced today selected full year 2019 preliminary unaudited financial results ahead of commencing the financing process associated with the Ingersoll Rand transaction. The transaction is expected to close by early 2020, subject to approval by Gardner Denver stockholders, regulatory approvals and customary closing conditions.Gardner Denver Holdings, Inc. The combination will result in existing Ingersoll Rand shareholders owning 50.1% of the combined company, with existing stockholders of Gardner Denver owning 49.9% of the combined company. The transaction will be effected through a “Reverse Morris Trust” transaction through which Ingersoll Rand Industrial is expected to be spun-off to Ingersoll Rand shareholders and simultaneously merged with and surviving as a wholly-owned subsidiary of Gardner Denver. Following the completion of the transaction, IndustrialCo’s corporate operations will be located in Davidson, North Carolina. ![]() The board of directors will be led by Gardner Denver Chairman, Peter Stavros, and consist of 10 directors, seven of which will be selected by Gardner Denver’s board and three of which will be selected by Ingersoll Rand’s board of Directors. IndustrialCo’s management team will be led by current Gardner Denver CEO, Vicente Reynal, and comprise executives from both companies. Gardner Denver’s CEO, Vicente Reynal, and executives from both companies, will lead IndustrialCo. ![]() IndustrialCo will be composed of the entirety of Gardner Denver and Ingersoll Rand Industrial, including, subject to closing, Ingersoll Rand’s pending acquisition of Precision Flow Systems (PFS), which is expected to close by mid-2019. Gardner Denver supplies Nash branded rotary vane compressors used in field gas boosting and other applications. Ingersoll Rand manufactures a range of centrifugal gas compressors used in natural gas gathering and processing, fuel gas boosting and landfill gas applications. The HVAC and transport refrigeration assets of the current Ingersoll Rand will become ClimateCo, a global provider of climate control solutions for buildings, homes and transportation. Gardner Denver Holdings and Ingersoll Rand have entered into a definitive agreement pursuant to which Ingersoll Rand will separate its Industrial segment by way of a spin-off to Ingersoll Rand’s shareholders and then combine it with Gardner Denver, creating IndustrialCo, a global supplier of mission-critical flow creation and industrial technologies. ![]()
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