Filed pursuant to Rule 433
Issuer Free Writing Prospectus supplementing the
Preliminary Prospectus Supplement
dated October 23, 2014 and the
Prospectus dated October 23, 2014
Registration No. 333-199562
Pricing Term Sheet
to Preliminary Prospectus Supplement Dated: October 23, 2014
Ingersoll-Rand Luxembourg Finance S.A
| Issuer: | Ingersoll-Rand Luxembourg Finance S.A. | Ingersoll-Rand Luxembourg Finance S.A. | Ingersoll-Rand Luxembourg Finance S.A. | |||
| Guarantors: | Ingersoll-Rand public limited company | Ingersoll-Rand public limited company | Ingersoll-Rand public limited company | |||
| Ingersoll-Rand Company Limited | Ingersoll-Rand Company Limited | Ingersoll-Rand Company Limited | ||||
| Ingersoll-Rand International Holding Limited | Ingersoll-Rand International Holding Limited | Ingersoll-Rand International Holding Limited | ||||
| Ingersoll-Rand Company | Ingersoll-Rand Company | Ingersoll-Rand Company | ||||
| Ingersoll-Rand Global Holding Company Limited | Ingersoll-Rand Global Holding Company Limited | Ingersoll-Rand Global Holding Company Limited | ||||
| Security Description: | Unsecured Senior Notes Due 2020 | Unsecured Senior Notes Due 2024 | Unsecured Senior Notes Due 2044 | |||
| Principal Amount: | $300,000,000 | $500,000,000 | $300,000,000 | |||
| Gross Proceeds: | $299,802,000 | $497,125,000 | $298,221,000 | |||
| Coupon: | 2.625% | 3.550% | 4.650% | |||
| Maturity: | May 1, 2020 | November 1, 2024 | November 1, 2044 | |||
| Offering Price: | 99.934% | 99.425% | 99.407% | |||
| Yield to Maturity: | 2.638% | 3.619% | 4.687% | |||
| Spread to Treasury: | +115 basis points | +135 basis points | +165 basis points | |||
| Benchmark Treasury: | UST 1.750% due September 30, 2019 | UST 2.375% due August 15, 2024 | UST 3.375% due May 15, 2044 | |||
| Benchmark Treasury Yield: | 1.488% | 2.269% | 3.037% | |||
| Expected Ratings(*): |
Baa2 / BBB (stable/stable) | Baa2 / BBB (stable/stable) | Baa2 / BBB (stable/stable) | |||
| Interest Payment Dates: | May 1 and November 1 | May 1 and November 1 | May 1 and November 1 | |||
| First Interest Payment Date: | May 1, 2015 | May 1, 2015 | May 1, 2015 | |||
| Record Dates: | April 15 and October 15 | April 15 and October 15 | April 15 and October 15 | |||
| Optional Redemption: | Callable at greater of 100% of principal and make-whole price of T+20 bps Callable at 100% on or after April 1, 2020 |
Callable at greater of 100% of principal and make-whole price of T+20 bps Callable at 100% on or after August 1, 2024 |
Callable at greater of 100% of principal and make-whole price of T+25 bps Callable at 100% on or after May 1, 2044 | |||
| Tax Redemption: | Callable at 100% of principal | Callable at 100% of principal | Callable at 100% of principal | |||
| Change of Control: | Putable at 101% of principal | Putable at 101% of principal | Putable at 101% of principal |
| Special Mandatory | Callable at 101% of principal | None | Callable at 101% of principal | |||
| Redemption: | ||||||
| CUSIP: | 456873 AA6 | 456873 AB4 | 456873 AC2 | |||
| ISIN: | US456873AA63 | US456873AB47 | US456873AC20 | |||
| Clearing System: | DTC | DTC | DTC | |||
| Minimum | $2,000 | $2,000 | $2,000 | |||
| Denominations: | ||||||
| Increments: | $1,000 | $1,000 | $1,000 | |||
| Trade Date: | October 23, 2014 | October 23, 2014 | October 23, 2014 | |||
| Settlement Date: | October 28, 2014 (T+3) | October 28, 2014 (T+3) | October 28, 2014 (T+3) | |||
| Book-Running | Goldman, Sachs & Co. | |||||
| Managers: | J.P. Morgan Securities LLC | |||||
| Merrill Lynch, Pierce, Fenner & Smith | ||||||
| Incorporated | ||||||
| Citigroup Global Markets Inc. | ||||||
| Credit Suisse Securities Inc. | ||||||
| Deutsche Bank Securities Inc. | ||||||
| Co-Managers | BNP Paribas Securities Corp. | |||||
| Mizuho Securities USA Inc. | ||||||
| Mitsubishi UFJ Securities (USA), Inc. | ||||||
| RBS Securities Inc. |
| (*) | An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. |
Ingersoll Rand plc has filed a registration statement (including a prospectus and prospectus supplement) with the SEC for the offering of notes by Ingersoll-Rand Luxembourg Finance S.A. to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents Ingersoll Rand plc has filed with the SEC for more complete information about the issuer, and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request it by calling Goldman, Sachs & Co. collect at 1-201-793-5170, J.P. Morgan Securities LLC collect at 1-212-834-4533, or Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322.
This pricing term sheet supplements the preliminary form of Prospectus Supplement issued by Ingersoll-Rand plc on October 23, 2014 relating to its Prospectus dated October 23, 2014.