DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2013

GARDNER DENVER, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-13215	76-0419383
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1500 Liberty Ridge Drive, Suite 3000 Wayne, PA	19087
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 249-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 – Other Events

Item 8.01 Other Events.

On March 7, 2013, Gardner Denver, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Renaissance Parent Corp., a Delaware corporation (“Parent”), and Renaissance Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), providing for the merger of Acquisition Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Acquisition Sub are beneficially owned by affiliates of Kohlberg Kravis Roberts & Co. L.P. In connection with the Merger, Parent has received commitments for certain debt financing.

As part of this debt financing, Parent and Acquisition Sub plan to commence syndication of a $675 million senior unsecured bridge loan facility. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities.

The Company is furnishing under Item 8.01 of this Current Report on Form 8-K the information included as Exhibit 99.1. This information is disclosed in a confidential information memorandum that is being furnished to potential lenders in connection with the syndication of such bridge loan facility.

In accordance with general instruction B.2 of Form 8-K, the information contained in Item 8.01 in this Current Report on Form 8-K, including Exhibit 99.1, is to be considered “furnished” pursuant to Item 8.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act nor shall it be deemed incorporated by reference in any Company filing or report with the Securities and Exchange Commission, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing or report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Certain Information Included in or Otherwise Derived from Senior Unsecured Bridge Loan Confidential Information Memorandum

Forward-Looking Information

This Current Report on Form 8-K, including exhibits hereto, is made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995, including, without limitation, the statements made concerning the Company’s intent to consummate Merger with Parent. As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. Such forward-looking statements are subject to uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: (i) the risk that the Merger with Acquisition Sub may not be consummated in a timely manner, if at all; (ii) the risk that the definitive Merger Agreement may be terminated in circumstances that require the Company to pay Parent a termination fee of $103.4 million or reimbursement of their expenses of up to $10 million; (iii) risks related to the diversion of management’s attention from the Company’s ongoing business operations; (iv) risks regarding the failure of Parent to obtain the necessary financing to complete the Merger; (v) the effect of the announcement of the Merger on the Company’s business relationships (including, without limitation, customers and suppliers), operating results and business generally; and (vi) risks related to obtaining the requisite consents to the Merger, including, without limitation, the timing (including possible delays) and receipt of regulatory approvals from various domestic and foreign governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval. Further risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are set forth under “Risk Factors” in the Company’s Form 10-K for the fiscal year ended December 31, 2012, and its subsequent quarterly reports on Form 10-Q. The Company does not undertake, and hereby disclaims, any duty to update these forward-looking statements, although its situation and circumstances may change in the future.

Important Information

On April 15, 2013, in connection with the merger, the Company filed its preliminary proxy statement with the Securities and Exchange Commission (the “SEC”) and will file its definitive proxy statement with the SEC at a later date. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the merger. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT AND AMENDMENTS OR SUPPLEMENTS THERETO AS WELL AS ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. The preliminary proxy statement (and the definitive proxy statement, when available, and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC at the Company’s website, www.gardnerdenver.com, or by contacting Investor Relations by phone at

(610) 249-2009, by email at investor.request@gardnerdenver.com or by mail at 1500 Liberty Ridge Dr. Suite 3000 Wayne, PA 19087. Detailed information regarding the names, affiliations and interests of individuals who are participants in the solicitation of proxies of the Company’s stockholders is available in the Company’s preliminary proxy statement, which was filed with the SEC on April 15, 2013.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 22, 2013	GARDNER DENVER, INC.
	By:	/s/ Brent A. Walters
	Name:	Brent A. Walters
	Title:	Vice President, General Counsel, Chief Compliance Officer and Secretary

EX-99.1

Exhibit 99.1

Certain Information Included in or Otherwise Derived from Senior Unsecured Bridge Loan Confidential

Information Memorandum

2012 Revenue Breakdown (total company)

Note:    High growth, developing and emerging markets (including China and Brazil) account for 27% of the Company’s sales	Note:    Percentages may not sum to 100 due to rounding

	Note:    The Company has over 100,000 customers globally and the Company’s top 10 customers have partnered with the Company for an average of 20 years

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Note: Percentages may not sum to 100 due to rounding

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Note: Aftermarket represented 32% of 2012 sales excluding the impact of the Robuschi acquisition

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Financial Summary (total company)

($ in millions)	2008			2009			2010			2011			2012
EPG	$	960		$	755		$	795		$	1,115		$	1,062
% growth		3.8	%		(21.3)	%		5.3	%		40.2	%		(4.8)	%
IPG	$	1,058		$	1,023		$	1,100		$	1,256		$	1,294
% growth		12.1	%		(3.3)	%		7.5	%		14.2	%		3.0	%
Total revenue	$	2,018		$	1,778		$	1,895		$	2,371		$	2,356
% growth		8.0	%		(11.9)	%		6.6	%		25.1	%		(0.6)	%
Pro forma revenue (a)	$	2,557		$	1,870		$	1,987		$	2,460		$	2,356
% growth		N/A			(26.9)	%		6.3	%		23.8	%		(4.2)	%
Adjusted EBITDA Illustratively Pro Forma For Future Cost Savings	$	404		$	284		$	342		$	503		$	522
% margin		15.8	%		15.2	%		17.2	%		20.4	%		22.2	%
Capital expenditures	$	41		$	43		$	33		$	56		$	50
% of revenue		2.0	%		2.4	%		1.7	%		2.4	%		2.1	%
Net working capital (b)	$	313		$	263		$	289		$	361		$	397
% of revenue		15.5	%		14.8	%		15.2	%		15.2	%		16.8	%
Unlevered free cash flow (c)	$	363		$	241		$	309		$	447		$	472
% conversion		89.9	%		84.9	%		90.4	%		88.9	%		90.4	%

(a) Pro forma revenue includes the impact of revenues associated with historical acquisitions of CompAir Holdings Limited, Robuschi S.p.A. and ILMVAC GmbH (2008 - $539, 2009 - $92, 2010 - $92, 2011 - $89)

(b) Net working capital defined as accounts receivable and inventory, less accounts payable and accrued liabilities

(c) Unlevered free cash flow defined as Pro Forma Adjusted EBITDA less capex

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Reconciliations of Non-GAAP Financial Measures (Total Company)

The following reconciliation is included for illustrative purposes only and represents a sample presentation of Pro Forma Adjusted EBITDA based on and for purposes of the expected EBITDA definitions under the Company’s new debt agreements. As a result, Pro Forma Adjusted EBITDA includes adjustments to exclude/include certain items such as: non-cash and non-recurring items; foreign currency items; cost savings initiatives (not retroactive; only applied to 2012 and 2013E); historical acquisitions (2008 CompAir, 2010 ILMVAC, 2011 Robuschi and China JVs); and other adjustment items expected to be permitted under the Company’s debt agreements.

Reconciliation of Total Company Adjusted EBITDA to Net Income

	Year Ended December 31,
	2008			2009			2010			2011			2012
	(in millions)
Net income attributable to Gardner Denver	$	166.0		$	(165.2	)	$	173.0		$	277.6		$	263.3
Interest expense		25.5			28.5			23.4			15.4			14.7
Provision for income taxes		67.5			24.9			56.9			107.4			97.1
Depreciation and amortization		61.5			68.7			60.2			60.3			63.8
EBITDA	$	320.5		$	(43.1	)	$	313.5		$	460.7		$	438.9
Restructuring costs (A)		11.1			46.1			2.2			8.6			18.7
Acquisition EBITDA (I)		48.3			16.6			18.3			21.1			—
Non-cash purchase accounting adjustments (B)		2.5			—			0.3			1.0			3.4
Stock-based compensation expense (C)		4.5			3.0			6.4			6.5			5.4
Other employee termination and certain retirement costs (D)		5.0			(0.3	)		1.0			2.0			2.3
Foreign currency (gains) / losses (E)		12.9			0.5			(2.0	)		(0.7	)		3.4
Pension and OPEB adjustment (F)		(1.6	)		0.2			—			0.8			1.8
Other adjustments (G)		0.8			261.3			2.3			2.8			3.2
Adjusted EBITDA	$	404.0		$	284.3		$	342.0		$	502.8		$	477.1
Future cost savings illustratively pulled forward (H)		—			—			—			—			45.2
Adjusted EBITDA Illustratively Pro Forma for Future Cost Savings	$	404.0		$	284.3		$	342.0		$	502.8		$	522.3

Note: Please refer to the corresponding footnotes below under “Pro Forma Adjusted EBITDA Reconciliation”

Reconciliation of Total Company Adjusted Revenue to Historical Revenue

	Year Ended December 31,
	2008		2009		2010		2011		2012
	(in millions)
Historical Consolidated Revenues	$	2,018	$	1,778	$	1,895	$	2,371	$	2,356
Robuschi S. p. A.		91.7		77.3		84.4		88.6		—
CompAir Holdings Limited		429.8		—		—		—		—
ILMVAC GmbH		17.5		14.3		7.1		—		—
Pro forma Revenues		2,557		1,870		1,987		2,460		2,356

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Pro Forma Adjusted EBITDA Reconciliation

The following reconciliation is included for illustrative purposes only and represents a sample presentation of Pro Forma Adjusted EBITDA based on and for purposes of the expected EBITDA definitions under the Company’s new debt agreements. As a result, Pro Forma Adjusted EBITDA includes adjustments to exclude/include certain items such as: non-cash and non-recurring items; foreign currency items; cost savings initiatives (not retroactive; only applied to 2012 and 2013E); historical acquisitions (2008 CompAir, 2010 ILMVAC, 2011 Robuschi and China JVs); and other adjustment items expected to be permitted under the Company’s debt agreements.

	($ in millions)			Est. Based on Midpoint of EPS Guidance
	Reconciliation:	2012		2013E
	Midpoint of 2013 DEPS Guidance (1)		NA	$	4.37
	Diluted shares outstanding		NA		49.316
	Net income attributable to Gardner Denver	$	263.3	$	215.5
	Interest expense		14.7		12.7
	Provision for income taxes		97.1		82.2
	Depreciation and amortization		63.8		62.6
	EBITDA	$	438.9	$	373.0
(A)	Restructuring costs		18.7		46.2
(B)	Non-cash purchase accounting adjustments		3.4		—
(C)	Stock-based compensation expense		5.4		5.1
(D)	Other employee termination and certain retirement costs		2.3		—
(E)	Foreign currency (gains) / losses		3.4		—
(F)	Pension and OPEB adjustment		1.8		1.0
(G)	Other adjustments		3.2		2.3
	Adjusted EBITDA	$	477.1	$	427.6
(H)	Future cost savings illustratively pulled forward		45.2		25.7
	Adjusted EBITDA Illustratively Pro Forma for Future Cost Savings	$	522.3	$	453.3

Note: Does not represent management’s expectation for earnings performance in these periods

(1) DEPS Guidance based on public information contained in GDI’s press release for the fourth quarter and full year 2012, dated February 22, 2013. Previously disclosed guidance indicated expected full year 2013 earnings of $4.25 to $4.50 per diluted share.

(A) Represents historical restructuring costs incurred in connection with the closure and consolidation of certain facilities and functions.

(B) Represents the reversal of the income statement impacts of non-recurring Robuschi purchase accounting adjustments associated with (1) the write-up of the fair value of inventory and (2) the amortization of favorable and unfavorable leases.

(C) Represents non-cash stock-based compensation expense relating to stock options and restricted share awards.

(D) Represents certain non-recurring employee related costs resulting from terminations (non-restructuring).

(E) Represents gains and losses on transactions denominated in currencies other than our functional currency, including gains and losses on intercompany transactions.

(F) Represents the effects of amortization of prior service costs and amortization of losses (gains) in pension and OPEB expense.

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(G) Represents non-cash, non-operating, or non-recurring adjustments, consisting of: (1) gains/losses on disposal of assets, (2) third-party costs associated with successful / abandoned transactions, (3) investment gains and losses associated with our deferred compensation plan, (4) board of directors’ fees, (5) non-cash income associated with a decrease of inventories in certain LIFO pools and the resulting liquidations of LIFO inventory layers, and (6) other minor miscellaneous adjustments. The adjustment for 2009 includes an addback of approximately $262 million for impairment charges.

(H) Represents savings the Company expects to realize during 2013 and 2014 from optimizing IPG Europe’s operations and achieving sourcing savings, resulting in reduced costs and margin expansion. The IPG Europe initiative is expected to leverage lower cost locations, as well as reduce excess capacity and average labor costs, while the sourcing savings will be achieved by developing a global procurement organization and strategically managing direct materials spend. The pro forma adjustments in 2012 and 2013 represent expected future cost savings not realized during each respective period.

(I) Represents adjustments to include the EBITDA impact of historical acquisitions as if the Company owned the acquired entities throughout each period.

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Segment Information: Engineered Products Group

The Thomas business offers a broad range of over 20,000 SKUs, deriving ~60% of its revenue from medical and laboratory sciences applications offered primarily under the Thomas business, Welch and ILMVAC trademarks.

2012 Revenue Breakdown

Note: Percentages may not sum to 100 due to rounding

Financial Summary ($ in millions)

(a) Note: Amounts included herein represent pro forma revenue for 2009 and 2010

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Reconciliation of Engineered Products Group Adjusted Revenue to Historical Revenue

	Year Ended December 31,
	2009		2010		2011		2012
	(in millions)
Historical EPG Revenues	$	756	$	795	$	1,115	$	1,062
ILMVAC GmbH		14.3		7.1		—		—
Pro forma EPG Revenues		770		802		1,115		1,062

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Segment Information: Industrial Products Group

2012 Revenue Breakdown

Note: Percentages may not sum to 100 due to rounding

Financial Summary ($ in millions)

(a) Note: Amounts included herein represent pro forma revenue for 2009, 2010 and 2011

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Reconciliation of Industrial Products Group Adjusted Revenue to Historical Revenue

	Year Ended December 31,
	2009		2010		2011		2012
	(in millions)
Historical IPG Revenues	$	1,023	$	1,100	$	1,256	$	1,294
Robuschi S.p.A.		77.3		84.4		88.6		—
Pro forma IPG Revenues		1,100		1,184		1,345		1,294

Reconciliation of Segment Adjusted EBITDA Illustratively Pro Forma for Future Cost Savings

	Year Ended December 31,
	2009						2010						2011					2012
	IPG			EPG			IPG			EPG			IPG			EPG		IPG		EPG
	(in millions)
Total Company EBITDA (A)		($43.1)						$313.5						$460.7					$438.9
EBITDA	$	(192.9	)	$	149.8		$	133.7		$	179.8		$	179.6		$	281.1	$	179.5	$	259.4
Restructuring costs		20.4			25.7			3.7			(1.5	)		6.6			2.0		14.8		3.9
Acquisition EBITDA		14.5			2.1			17.1			1.2			21.1			—		—		—
Non-cash purchase accounting adjustments		—			—			—			0.3			1.0			—		3.4		—
Stock-based compensation expense		1.8			1.2			3.8			2.6			3.6			2.9		2.8		2.6
Other employee termination and certain retirement costs		(0.2	)		(0.1	)		0.6			0.4			1.3			0.7		1.1		1.2
Foreign currency (gains) / losses		(1.6	)		2.1			(2.0	)		—			(2.7	)		2.0		1.9		1.5
Pension and OPEB adjustment		0.1			0.1			—			—			0.4			0.4		0.9		0.9
Other adjustments		261.6			(0.3	)		2.6			(0.3	)		1.8			1.0		2.3		0.9
Adjusted EBITDA	$	103.7		$	180.6		$	159.5		$	182.5		$	212.7		$	290.1	$	206.7	$	270.4
Future cost savings illustratively pulled forward		—			—			—			—			—			—		45.2		—
Adjusted EBITDA Illustratively Pro Forma for Future Cost Savings	$	103.7		$	180.6		$	159.5		$	182.5		$	212.7		$	290.1	$	251.9	$	270.4

(A) The sum of IPG and EPG EBITDA for each year equals the aggregate Company EBITDA as disclosed above under the heading “Reconciliation of Total Company Adjusted EBITDA to Net Income.” Please refer to the table set forth therein for a reconciliation of aggregate Company EBITDA to aggregate Company net income.

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