Attached files
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| EX-5.1 - EXHIBIT 5.1 - Ingersoll Rand Inc. | s002497x3_ex5-1.htm |
| EX-1.1 - EXHIBIT 1.1 - Ingersoll Rand Inc. | s002497x3_ex1-1.htm |
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 Earliest Event reported):
November 2, 2018 (October 31, 2018)
Gardner Denver Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38095
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46-2393770
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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222 East Erie Street, Suite 500
Milwaukee, Wisconsin 53202
(414) 212-4700
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material
Definitive Agreement.
On October 31, 2018, Gardner Denver Holdings, Inc. (the “Company”) entered
into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, KKR Renaissance Aggregator L.P. (the “Selling Stockholder”), and Goldman Sachs & Co. LLC (the “Underwriter”), relating to an underwritten offering of
20,000,000 shares (the “Shares”), of the Company’s common stock, par value $0.01 per share, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333- 228090),
filed on October 31, 2018. The offering was completed on November 2, 2018. Pursuant to the Underwriting Agreement, the Underwriter purchased the Shares at a price of $25.66 per share. The Company did not receive any proceeds from the offering.
The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by
reference and attached to this report as Exhibit 1.1.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
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Exhibit No.
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Description
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Underwriting Agreement, dated as of October 31, 2018, by and among Gardner Denver Holdings, Inc., the Selling Stockholder and Goldman Sachs & Co.
LLC
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Opinion of Simpson Thacher & Bartlett LLP
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly
authorized.
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GARDNER DENVER HOLDINGS, INC.
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Date: November 2, 2018
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By:
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/s/ Andrew Schiesl
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Name:
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Andrew Schiesl
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Title:
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Vice President, General Counsel, Chief Compliance Officer and Secretary
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