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Ingersoll-Rand plc (NYSE:IR) (the “Company,” “we” and “our”) today announced that it expects its indirect, wholly-owned subsidiary, Allegion US Holding Company (“Allegion Holding”), to offer, subject to market and other conditions, senior notes (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the notes will be issued by Allegion Holding and guaranteed by Allegion plc, Schlage Lock Company LLC and Von Duprin LLC. The Company will not be a guarantor or obligor with respect to the Notes.
Allegion Holding intends to use the net proceeds from the offering of the Notes and other financing transactions to pay a special cash distribution to the Company prior to the proposed spin-off of the Company’s commercial and residential security businesses, with any remaining amounts used for general corporate purposes.
The Notes and the related guarantees will be sold only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
This news release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of securities mentioned in this news release 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.