Davis Polk – Ingersoll-Rand $1.55 Billion Senior Notes Offering

Davis Polk advised Citigroup Global Markets Inc., Goldman Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as book-running managers and representatives of several initial purchasers in connection with a Rule 144A/Regulation S offering of senior notes by Ingersoll-Rand Global Holding Company Limited. The offering consisted of $350 million principal amount of 2.875% notes due 2019, $700 million principal amount of 4.25% notes due 2023 and $500 million principal amount of 5.75% notes due 2043. The notes are guaranteed by Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited and Ingersoll-Rand public limited company.

Ingersoll-Rand Global Holding Company Limited is a wholly owned subsidiary of Ingersoll-Rand public limited company, a diversified, global company that provides products, services and solutions to enhance the quality and comfort of air in homes and buildings, transport and protect food and perishables, secure homes and commercial properties, and increase industrial productivity and efficiency. Ingersoll-Rand intends to spin-off its commercial and residential security businesses. A portion of the proceeds from the offering will be used to fund expenses related to the spin-off.

The Davis Polk corporate team included partner Richard A. Drucker and associates Kavita Paw and Ankang Li. The tax team included partner Samuel Dimon and associate Joseph Pahl. The environmental team included counsel Loyti Cheng and law clerk Michael Comstock. Counsel Jeanine P. McGuinness provided regulatory advice. All members of the Davis Polk team are based in the New York and Washington DC offices.

www.davispolk.com