Proposed Reverse Morris Trust Transaction (Notes)

9 Months Ended

Sep. 30, 2019

Trust Transaction [Abstract]

Proposed Reverse Morris Trust Transaction

Proposed Reverse Morris Trust Transaction

In April 2019, the Company and Gardner Denver Holdings, Inc. (GDI) announced that they had entered into definitive agreements pursuant to which the Company will separate its Industrial segment businesses (IR Industrial) by way of spin-off to the Company’s shareholders and then combine it with GDI to create a new company focused on flow creation and industrial technologies (IndustrialCo). The Company’s remaining HVAC and transport refrigeration businesses, reported under the Climate segment, will focus on climate control solutions for buildings, homes and transportation (ClimateCo). The transaction is expected to close by early 2020, subject to approval by GDI’s shareholders, regulatory approvals and customary closing conditions.

The transaction will be effected through a “Reverse Morris Trust” transaction, pursuant to which IR Industrial is expected to be spun-off to the Company’s shareholders and simultaneously merged with and surviving as a wholly-owned subsidiary of GDI. At the time of close, ClimateCo will receive $1.9 billion in cash from IR Industrial that will be funded by newly-issued debt and assumed by GDI in the merger. Upon close of the transaction, existing shareholders of the Company will receive 50.1% of the shares of IndustrialCo on a fully diluted basis. Existing GDI shareholders will receive 49.9% of the shares of IndustrialCo on a fully diluted basis. The transaction is expected to be tax-free to both the Company’s and GDI’s respective shareholders for U.S. federal income tax purposes.