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Ingersoll-Rand plc (NYSE:IR) (the “Company”) today announced that its indirect, wholly owned subsidiary, Allegion US Holding Company Inc. (“Allegion Holdings”) has completed an offering of 5.75 percent senior notes in the aggregate principal amount of $300 million maturing in 2021 (the “Notes”).
In addition, Allegion Holdings completed the syndication of $1 billion senior secured term loan facilities, consisting of a $500 million “tranche A” term loan facility due in 2018 and a $500 million “tranche B” term loan facility due in 2020. Allegion Holdings will also enter into a $500 million senior secured revolving credit facility maturing in 2018.
The Notes, the senior secured term loan facilities and the senior secured revolving credit facility are 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, the senior secured term loan facilities, or the senior secured revolving credit facility.
Allegion Holdings intends to use the net proceeds from the offering of the Notes and the senior secured term loan facilities 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 in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and offered and sold 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.