EX-99.4 11 d712649dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED

NOTICE OF GUARANTEED DELIVERY

OFFER TO EXCHANGE

ALL OUTSTANDING PRIVATELY PLACED 2.875% SENIOR NOTES DUE 2019 ISSUED ON JUNE 20, 2013 FOR AN EQUAL AMOUNT OF ITS 2.875% SENIOR NOTES DUE 2019 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

ALL OUTSTANDING PRIVATELY PLACED 4.250% SENIOR NOTES DUE 2023 ISSUED ON JUNE 20, 2013 FOR AN EQUAL AMOUNT OF ITS 4.250% SENIOR NOTES DUE 2023 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

AND

ALL OUTSTANDING PRIVATELY PLACED 5.750% SENIOR NOTES DUE 2043 ISSUED ON JUNE 20, 2013 FOR AN EQUAL AMOUNT OF ITS 5.750% SENIOR NOTES DUE 2043 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

This form, or one substantially equivalent hereto, must be used to accept the Exchange Offer made by Ingersoll-Rand Global Holding Company Limited, a Delaware corporation (the “Company”), Ingersoll-Rand Company, a New Jersey corporation (the “Co-obligor”) and the Guarantors, pursuant to the Prospectus, dated                     , 2014 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”) if the certificates for the Eligible Notes are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to the end of the day, at 12:00 a.m. midnight, New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to The Bank of New York Mellon (the “Exchange Agent”) as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender the Eligible Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date of the Exchange Offer. Capitalized terms not defined herein have the meanings ascribed to them in the Letter of Transmittal.

The Exchange Agent is:

THE BANK OF NEW YORK MELLON

 

By Registered or Certified Mail:    By Regular Mail:    By Overnight Courier or
Hand Delivery:

The Bank of New York Mellon

c/o The Bank of New York Mellon

Corporation

  

The Bank of New York Mellon

c/o The Bank of New York Mellon

Corporation

   The Bank of New York Mellon

c/o The Bank of New York Mellon

Corporation

Corporate Trust Operations    Corporate Trust Operations    Corporate Trust Operations
Reorganization Unit    Reorganization Unit    Reorganization Unit
111 Sanders Creek Parkway    111 Sanders Creek Parkway    111 Sanders Creek Parkway
East Syracuse, NY 13057    East Syracuse, NY 13057    East Syracuse, NY 13057
Attention: Christopher Landers    Attention: Christopher Landers    Attention: Christopher Landers
   By Facsimile Transmission:
(eligible institutions only):
(732) 667-9408
  
   Telephone Inquiries:
(315) 414-3362
  


DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space in Box 8 provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies and Gentlemen:

Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Eligible Notes indicated below, pursuant to the guaranteed delivery procedures described in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus.

 

 Series of Eligible Notes Being 

Tendered

 

 

  Certificate Number(s) (if known)  

of Eligible

Notes or Account Number at

Book-Entry

Transfer Facility

 

 

 Aggregate Principal Amount 
Represented by Eligible Notes

 

 

 Aggregate Principal Amount of 
Eligible Notes Being Tendered

 

             
             
             
             
             

 

PLEASE COMPLETE AND SIGN

 

 

(Signature(s) of Record Holder(s))

 

 

(Please Type or Print Name(s) of Record Holder(s))

 

Dated:  

 

 

   , 2014   

 

Address:  

 

 

  (Zip Code)

 

(Daytime Area Code and Telephone No.)     

 

¨      Check this Box if the Eligible Notes will be delivered by book-entry transfer to The Depository Trust Company.

 

Account Number:  

 

 

 

THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.

 

 

2


 

GUARANTEE OF DELIVERY

 

 

(Not to be used for signature guarantee)

The undersigned, a member of a recognized signature medallion program or an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby (a) represents that the above person(s) “own(s)” the Eligible Notes tendered hereby within the meaning of Rule 14e-4(b)(2) under the Exchange Act, (b) represents that the tender of those Eligible Notes complies with Rule 14e-4 under the Exchange Act, and (c) guarantees to deliver to the Exchange Agent, at its address set forth in the Notice of Guaranteed Delivery, the certificates representing all tendered Eligible Notes, in proper form for transfer, or a book-entry confirmation (a confirmation of a book-entry transfer of the Eligible Notes into the Exchange Agent’s account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three (3) New York Stock Exchange trading days after the Expiration Date.

 

Name of Firm:

  

 

(Authorized Signature)

 

Address:

  

 

(Zip Code)

 

Area Code and Tel. No.:   

 

 

Name:

  

 

(Please Type or Print)

 

Title:

  

 

 

Dated:

  

 

    , 2013      

 

NOTE:

  

DO NOT SEND ELIGIBLE NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ELIGIBLE NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

 

 

3


INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

 

1. Delivery of this Notice of Guaranteed Delivery.

A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth on the cover page hereof prior to the Expiration Date of the Exchange Offer. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the holders and the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that the holders use an overnight or hand delivery service, properly insured. If such delivery is by mail, it is recommended that the holders use properly insured, registered mail with return receipt requested. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of Transmittal. No Notice of Guaranteed Delivery should be sent to the Company.

 

2. Signatures on this Notice of Guaranteed Delivery.

If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Eligible Notes referred to herein, the signatures must correspond with the name(s) written on the face of the Eligible Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Eligible Notes listed, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appear(s) on the Eligible Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by the Company, evidence satisfactory to the Company of his or her authority so to act must be submitted with this Notice of Guaranteed Delivery.

 

3. Questions and Requests for Assistance or Additional Copies.

Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address set forth on the cover hereof. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

 

4