The Firm is representing Ingersoll-Rand plc (NYSE:IR) in connection with its announced plan to spin-off its commercial and residential security businesses (“the new security company”). The separation will result in two standalone companies. The spin-off is intended to be tax free to shareholders and expected to be completed in approximately 12 months. The new security company is expected to have annual revenues of approximately $2 billion on a pro forma basis based on 2011 revenues. The completion of the spin-off is subject to certain customary conditions and final approval of the transactions contemplated by the spin-off, as may be required under Irish law.
Ingersoll Rand also announced that it will be revising its capital structure and allocation strategy to improve efficiency and return additional capital to shareholders. The company will launch a $2 billion share repurchase program in 2013 that is expected to close in the first quarter of 2014.
Ingersoll Rand is a world leader in creating comfortable, sustainable and efficient environments through its industrial, transport refrigeration, and heating, ventilation and air conditioning (HVAC) businesses. The new security company will form a leading global provider of electronic and mechanical security products and services, delivering comprehensive solutions to commercial and residential customers.
The Simpson Thacher team includes Mario Ponce, Peter Martelli, Philip Buffa, Michael Juhlin and Michael Goldberg (M&A); Josh Bonnie and Karen Kelley (Capital Markets); David Rubinsky and Alvin Brown (Executive Compensation and Employee Benefits); and Rob Holo and Sean Austin (Tax).
