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IR > SEC Filings for IR > Form 8-K on 26-Nov-2013All Recent SEC Filings

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Form 8-K for INGERSOLL-RAND PLC


26-Nov-2013

Regulation FD Disclosure, Financial Statements and Exhibits


Item 1.01. Regulation FD Disclosure.
Supplemental Indentures
On November 20, 2013, the registrant entered into the Supplemental Indentures described below:
Supplemental Indenture to the 2013 Indenture: Ingersoll-Rand Global Holding Company Limited, a Bermuda company ("IR-Global"), Ingersoll-Rand Company Limited, a Bermuda company ("IR-Bermuda"), Ingersoll-Rand International Holding Limited, a Bermuda company ("IR-International"), Ingersoll-Rand plc, an Irish public limited company ("IR-Ireland"), Ingersoll-Rand Company, a New Jersey corporation ("IR-New Jersey") and The Bank of New York Mellon, as Trustee, entered into the Fourth Supplemental Indenture, dated as of November 20, 2013 (the "Supplemental Indenture to the 2013 Indenture"), to the Indenture dated as of June 20, 2013 (as supplemented to date, the "2013 Indenture"). Pursuant to the Supplemental Indenture to the 2013 Indenture, IR-New Jersey assumed, jointly and severally with IR-Global, the obligations of IR-Global as the issuer under the 2013 Indenture.
Supplemental Indenture to the 2008 Indenture: IR-Global, IR-International, IR-New Jersey and Wells Fargo Bank, N.A., as Trustee, entered into the Fifth Supplemental Indenture, dated as of November 20, 2013 (the "Supplemental Indenture to the 2008 Indenture"), to the Indenture dated as of August 12, 2008 (as supplemented to date, the "2008 Indenture"). Pursuant to the Supplemental Indenture to the 2008 Indenture, IR-New Jersey assumed, jointly and severally with IR-Global, the obligations of IR-Global as the issuer under the 2008 Indenture.
Supplemental Indenture to the 2005 Indenture: IR-International, IR-New Jersey and Wells Fargo Bank, N.A., as Trustee, entered into the Second Supplemental Indenture, dated as of November 20, 2013 (the "Supplemental Indenture to the 2005 Indenture"), to the Indenture dated as of May 24, 2005 (as supplemented to date, the "2005 Indenture"). Pursuant to the Supplemental Indenture to the 2005 Indenture, IR-New Jersey assumed, jointly and severally with IR-International, the obligation of IR-International as the issuer under the 2005 Indenture. IR-New Jersey remains a guarantor under the 2005 Indenture.
The Supplemental Indenture to the 2013 Indenture, the Supplemental Indenture to the 2008 Indenture and the Supplemental Indenture to the 2005 Indenture (collectively, the "Supplemental Indentures") are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference, and the forgoing summary of the Supplemental Indentures is qualified in its entirety by reference to such Exhibits to this Form 8-K. Credit Facilities
Pursuant to the terms of the Credit Facilities (as defined below), IR-New Jersey became a guarantor of (i) the registrant's Credit Agreement dated as of March 15, 2012 among IR-Global, as the Borrower, IR-Ireland, as a Guarantor, the other Guarantors listed therein, the Banks listed therein and JPMorgan Chase Bank, N.A. as Administrative Agent (the "2012 Credit Facility") and (ii) the registrant's Credit Agreement dated as of May 20, 2011, among IR-Global, as the Borrower, IR-Ireland, as a Guarantor, the other Guarantors listed therein, the Banks listed therein and JPMorgan Chase Bank, N.A. as Administrative Agent (the "2011 Credit Facility" and, together with the 2012 Credit Facility, the "Credit Facilities"). In connection therewith, IR-New Jersey entered into Supplements on November 20, 2013 to become a guarantor under the Credit Facilities. The Supplements of IR-New Jersey to each Credit Facility are filed herein as Exhibits 10.1 and 10.2, respectively, and are incorporated into this Item 1.01 by reference, and the forgoing summary of such Supplements is qualified in its entirety by reference to such Exhibits to this Form 8-K.




Item 9.01-Financial Statements and Exhibits.
Exhibit
  No.                                   Description

4.1       Fourth Supplemental Indenture, dated as of November 20, 2013, among
          Ingersoll-Rand Global Holding Company Limited, a Bermuda company,
          Ingersoll-Rand Company Limited, a Bermuda company, Ingersoll-Rand
          International Holding Limited, a Bermuda company, Ingersoll-Rand plc, an
          Irish public limited company, Ingersoll-Rand Company, a New Jersey
          corporation, and The Bank of New York Mellon, as Trustee, to the
          Indenture dated as of June 20, 2013.

4.2       Fifth Supplemental Indenture, dated as of November 20, 2013, among
          Ingersoll-Rand Global Holding Company Limited, a Bermuda company,
          Ingersoll-Rand International Holding Limited, a Bermuda company,
          Ingersoll-Rand Company, a New Jersey corporation, and Wells Fargo Bank,
          N.A., as Trustee, to the Indenture dated as of August 12, 2008.

4.3       Second Supplemental Indenture, dated as of November 20, 2013, among
          Ingersoll-Rand International Holding Limited, a Bermuda company,
          Ingersoll-Rand Company, a New Jersey corporation, and Wells Fargo Bank,
          N.A., as Trustee, to the Indenture dated as of May 24, 2005.

10.1      Supplement No. 1, dated as of November 20, 2013, between Ingersoll-Rand
          Company, a New Jersey Corporation, and JPMorgan Chase Bank, N.A., as
          Administrative Agent, to the Credit Agreement dated as of March 15,
          2012.

10.2      Supplement No. 1, dated as of November 20, 2013, between Ingersoll-Rand
          Company, a New Jersey Corporation, and JPMorgan Chase Bank, N.A., as
          Administrative Agent, to the Credit Agreement dated as of May 20, 2011.


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