Amendment Extends, Increases and Reprices
Capacity Under Revolving Credit Facility
Gardner Denver Holdings, Inc. (“Gardner Denver” or the
“Company”) (NYSE: GDI) announced that on June 28, 2019, it entered
into an amendment to its existing credit agreement that extended,
increased and repriced the borrowing capacity under its revolving
credit facility.
The amendment refinances the previously existing senior secured
revolving credit facility with a replacement $1 billion senior
secured revolving credit facility. The availability under the
replacement facility is limited to $450 million until the closing
of the Company’s pending transaction (the “Transaction”) with
Ingersoll-Rand plc. (and will be permanently reduced to $450
million if the Transaction is not completed).
The amendment also, among other things, lowers the applicable
interest rate for revolving loans under the facility (the initial
applicable margin is now 2.25% for LIBOR loans and 1.25% for base
rate loans); extends the maturity of the facility to June 2024; and
provides for up to $200 million (and, following the completion of
the Transaction, $400 million) to be available for the purpose of
issuing letters of credit. In addition, the amendment transfers the
roles of Administrative Agent, Collateral Agent and Swingline
Lender under the credit agreement to Citibank, N.A.
This description of the amendment is only a summary, and is
qualified in its entirety by reference to the complete amendment, a
copy of which will be filed today with the Securities and Exchange
Commission (“SEC”) as an exhibit to a Current Report on Form
8-K.
About Gardner Denver
Gardner Denver is a leading global provider of mission-critical
flow control and compression equipment and associated aftermarket
parts, consumables and services, which it sells across multiple
attractive end-markets within the industrial, energy and medical
industries. Its broad and complete range of compressor, pump,
vacuum and blower products and services, along with its application
expertise and over 155 years of engineering heritage, allows
Gardner Denver to provide differentiated product and service
offerings for its customers' specific uses. Gardner Denver supports
its customers through its global geographic footprint of 41 key
manufacturing facilities, more than 30 complementary service and
repair centers across six continents, and approximately 6,700
employees world-wide.
Gardner Denver uses its website www.gardnerdenver.com as a
channel of distribution of Company information. Financial and other
important information regarding the Company is routinely accessible
through and posted on its website. Accordingly, investors should
monitor Gardner Denver’s website, in addition to following the
Company’s press releases, SEC filings and public conference calls
and webcasts. In addition, you may automatically receive e-mail
alerts and other information about Gardner Denver when you enroll
your e-mail address by visiting the “Email Alerts” section of
Gardner Denver’s website at http://investors.gardnerdenver.com.
Additional Information and Where to
Find It
In connection with the proposed transaction among the Company,
Ingersoll Rand, Ingersoll-Rand U.S. HoldCo, Inc., a Delaware
corporation and newly-formed wholly-owned indirect subsidiary of
Ingersoll Rand (“Ingersoll Rand Industrial”), and Charm Merger Sub
Inc., a Delaware corporation and newly-formed, wholly-owned
subsidiary of the Company, the Company and Ingersoll-Rand
Industrial will file registration statements with the SEC
registering shares of the Company’s common stock and Ingersoll Rand
Industrial common stock in connection with the proposed
transaction. The Company will also file a proxy statement, which
will be sent to the Company’s stockholders in connection with their
vote required in connection with the proposed transaction. If the
transaction is effected in whole or in part via an exchange offer,
Ingersoll Rand will also file with the SEC a Schedule TO with
respect thereto. Ingersoll Rand shareholders are urged to read the
prospectus and/or information statement that will be included in
the registration statements and any other relevant documents when
they become available, and the Company’s stockholders are urged to
read the proxy statement and any other relevant documents when they
become available, because they will contain important information
about the Company, Ingersoll Rand Industrial and the proposed
transaction. The proxy statement, prospectus and/or information
statement and other documents relating to the proposed transaction
(when they become available) can be obtained free of charge from
the SEC’s website at www.sec.gov. The proxy statement, prospectus
and/or information statement and other documents (when they are
available) will also be available free of charge on Ingersoll
Rand’s website at http://ir.ingersollrand.com/investors/ or on the
Company’s website at https://investors.gardnerdenver.com/.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
This press release is not a solicitation of a proxy from any
security holder of the Company. However, Ingersoll Rand, the
Company and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from stockholders of the Company in connection with the
proposed transaction under the rules of the SEC. Information about
the directors and executive officers of Ingersoll Rand may be found
in its Annual Report on Form 10-K filed with the SEC on February
12, 2019 and its definitive proxy statement relating to its 2019
Annual Meeting of Shareholders filed with the SEC on April 23,
2019. Information about the directors and executive officers of the
Company may be found in its Annual Report on Form 10-K filed with
the SEC on February 27, 2019, and its definitive proxy statement
relating to its 2019 Annual Meeting of Stockholders filed with the
SEC on March 26, 2019.
Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements include, but are not limited to,
statements related to the Company’s expectations regarding the
amendment to the Company’s existing credit agreement, the Company’s
proposed transaction with Ingersoll Rand, the performance of the
Company’s business, the Company’s financial results, the Company’s
liquidity and capital resources and other non-historical
statements. You can identify these forward-looking statements by
the use of words such as “outlook,” “guidance,” “believes,”
“expects,” “potential,” “continues,” “may,” “will,” “should,”
“could,” “seeks,” “projects,” “predicts,” “intends,” “plans,”
“estimates,” “anticipates” or the negative version of these words
or other comparable words. Such forward-looking statements are
subject to various risks and uncertainties, including the risk that
the proposed transaction between the Company and Ingersoll Rand may
not be completed on the terms or in the time frame expected by the
Company, or at all, macroeconomic factors beyond the Company’s
control, risks of doing business outside the United States, the
Company’s dependence on the level of activity in the energy
industry, potential governmental regulations restricting the use of
hydraulic fracturing, raw material costs and availability, the risk
of a loss or reduction of business with key customers or
consolidation or the vertical integration of the Company’s customer
base, loss of or disruption in the Company’s distribution network,
the risk that ongoing and expected restructuring plans may not be
as effective as the Company anticipates, and the Company’s
substantial indebtedness. Additional factors that could cause the
Company’s results to differ materially from those described in the
forward-looking statements can be found under the section entitled
“Risk Factors” in the Company’s most recent annual report on form
10-K filed with the SEC, as such factors may be updated from time
to time in the Company’s periodic filings with the SEC, which are
accessible on the SEC’s website at www.sec.gov. Accordingly, there
are or will be important factors that could cause actual outcomes
or results to differ materially from those indicated in these
statements. These factors should not be construed as exhaustive and
should be read in conjunction with the other cautionary statements
that are included in this release and in the Company’s filings with
the SEC. The Company undertakes no obligation to publicly update or
review any forward-looking statement, whether as a result of new
information, future developments or otherwise, except as required
by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190702005106/en/
Gardner Denver Holdings, Inc. Investor Relations Contact Vikram
Kini (414) 212-4753 vikram.kini@gardnerdenver.com
Gardner Denver (NYSE:GDI)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Gardner Denver (NYSE:GDI)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024