Filed pursuant to Rule 433
Issuer Free Writing Prospectus supplementing the
Preliminary Prospectus Supplement
dated March 19, 2019 and the
Prospectus dated November 1, 2017
Registration No. 333-221265
Pricing Term Sheet
to Preliminary Prospectus Supplement Dated: March 19, 2019
Ingersoll-Rand Luxembourg Finance S.A.
Issuer: | Ingersoll-Rand Luxembourg Finance S.A. | Ingersoll-Rand Luxembourg Finance S.A. | Ingersoll-Rand Luxembourg Finance S.A. | |||
Guarantors: | Ingersoll-Rand plc
Ingersoll-Rand Global Holding Company Limited
Ingersoll-Rand Lux International Holding Company S.à r.l.
Ingersoll-Rand Irish Holdings Unlimited Company
Ingersoll-Rand Company |
Ingersoll-Rand plc
Ingersoll-Rand Global Holding Company Limited
Ingersoll-Rand Lux International Holding Company S.à r.l.
Ingersoll-Rand Irish Holdings Unlimited Company
Ingersoll-Rand Company |
Ingersoll-Rand plc
Ingersoll-Rand Global Holding Company Limited
Ingersoll-Rand Lux International Holding Company S.à r.l.
Ingersoll-Rand Irish Holdings Unlimited Company
Ingersoll-Rand Company | |||
Security Description: | Unsecured Senior Notes Due 2026 | Unsecured Senior Notes Due 2029 | Unsecured Senior Notes Due 2049 | |||
Principal Amount: | $400,000,000 | $750,000,000 | $350,000,000 | |||
Gross Proceeds: | $399,580,000 | $749,257,500 | $349,083,000 | |||
Coupon: | 3.500% | 3.800% | 4.500% | |||
Maturity: | March 21, 2026 | March 21, 2029 | March 21, 2049 | |||
Offering Price: | 99.895% | 99.901% | 99.738% | |||
Yield to Maturity: | 3.517% | 3.812% | 4.516% | |||
Spread to Treasury: | +100 basis points | +120 basis points | +150 basis points | |||
Benchmark Treasury: | UST 2.500% due February 28, 2026 | UST 2.625% due February 15, 2029 | UST 3.375% due November 15, 2048 | |||
Benchmark Treasury Yield: | 2.517% | 2.612% | 3.016% | |||
Expected Ratings(*): | Baa2 / BBB (stable/stable) | Baa2 / BBB (stable/stable) | Baa2 / BBB (stable/stable) | |||
Interest Payment Dates: | March 21 and September 21 | March 21 and September 21 | March 21 and September 21 | |||
First Interest Payment Date: | September 21, 2019 | September 21, 2019 | September 21, 2019 | |||
Record Dates: | March 6 and September 6 | March 6 and September 6 | March 6 and September 6 | |||
Optional Redemption: | Callable at greater of 100% of principal and make-whole price of T+15 bps
Callable at 100% on or after January 21, 2026 |
Callable at greater of 100% of principal and make-whole price of T+20 bps
Callable at 100% on or after December 21, 2028 |
Callable at greater of 100% of principal and make-whole price of T+25 bps
Callable at 100% on or after September 21, 2048 | |||
Tax Redemption: | Callable at 100% of principal | Callable at 100% of principal | Callable at 100% of principal | |||
Change of Control: | Putable at 101% of principal | Putable at 101% of principal | Putable at 101% of principal | |||
Special Mandatory Redemption: | Callable at 101% of principal | Callable at 101% of principal | Callable at 101% of principal | |||
CUSIP: | 456873 AE8 | 456873 AD0 | 456873AF5 |
ISIN: | US456873AE85 | US456873AD03 | US456873AF50 | |||
Clearing System: | DTC | DTC | DTC | |||
Minimum Denominations: | $2,000 | $2,000 | $2,000 | |||
Increments: | $1,000 | $1,000 | $1,000 | |||
Trade Date: | March 19, 2019 | March 19, 2019 | March 19, 2019 | |||
Settlement Date: | March 21, 2019 (T+2) | March 21, 2019 (T+2) | March 21, 2019 (T+2) | |||
Joint Book-Running Managers: | Citigroup Global Markets Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated BNP Paribas Securities Corp. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Mizuho Securities USA LLC MUFG Securities Americas Inc. |
(*) An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.
Ingersoll Rand plc has filed a registration statement (including a prospectus and prospectus supplement) with the SEC for the offering of notes by Ingersoll-Rand Luxembourg Finance S.A. to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents Ingersoll Rand plc has filed with the SEC for more complete information about the issuer, and this offering. You may get these documents for free by visiting EDGAR on the SECs website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request it by calling Citigroup Global Markets Inc. at 1-800-831-9146, Goldman Sachs & Co. LLC at 1-866-471-2526, J.P. Morgan Securities LLC collect at 1-212-834-4533, or Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322.
This pricing term sheet supplements the preliminary form of Prospectus Supplement issued by Ingersoll-Rand plc on March 19, 2019 relating to its Prospectus dated November 1, 2017.
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