Trane Technologies plc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) — May 27, 2025
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
+(353 )(0)18707400
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(Former name or former address, if changed since last report)
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| Item 1.01. | Entry into a Material Definitive Agreement. | ||||
On May 27, 2025, Trane Technologies Holdco Inc. (“TTH”) and Trane Technologies Financing Limited (“TTFL” and, together with TTH, the “Borrowers”), Trane Technologies plc (“TT Parent”), Trane Technologies Lux International Holding Company S.à r.l. (“TT Lux Holding Company”), Trane Technologies Irish Holdings Unlimited Company (“Irish Holdings”), Trane Technologies Americas Holding Corporation (“TTAHC”), Trane Technologies Global Holding II Company Limited (“Trane Global”), and Trane Technologies Company LLC (“TTC” and, together with TT Parent, Irish Holdings TTAHC, Trane Global, and TT Lux Holding Company, the “Guarantors”), JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Bank of America N.A., BNP Paribas Securities Corporation, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., and U.S. Bank National Association, as Documentation Agents, and JPMorgan Chase Bank, N.A., Citibank, N.A., BofA Securities, Inc., BNP Paribas Securities Corp. and Mizuho Bank, Ltd., as joint lead arrangers and joint bookrunners, and certain lending institutions from time to time parties thereto, entered into a new $1 billion senior unsecured revolving credit agreement (the “2025 Revolving Credit Agreement”). The 2025 Revolving Credit Agreement has a term through May 27, 2030 and replaces the $1 billion senior unsecured revolving credit agreement entered into on June 18, 2021, which is expiring June 18, 2026 (the “2021 Revolving Credit Agreement”). The proceeds of the 2025 Revolving Credit Agreement will be used (i) for working capital purposes of TT Parent, any of the Borrowers and their respective subsidiaries, (ii) to support the commercial paper programs of any of the Borrowers and any additional borrowers and (iii) for other general corporate purposes of TT Parent, any of the Borrowers and their respective subsidiaries.
All obligations under the 2025 Revolving Credit Agreement will be guaranteed on a senior basis by the Guarantors and each Borrower will guarantee the obligations under the 2025 Revolving Credit Agreement of the other Borrower. The 2025 Revolving Credit Agreement contains negative and affirmative covenants and events of default customary for credit facilities of this type.
The foregoing description of the 2025 Revolving Credit Agreement is included to provide information regarding its terms. It does not purport to be a complete description and is qualified in its entirety by reference to the full text of the 2025 Revolving Credit Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 1.02. | Termination of a Material Definitive Agreement. | ||||
Effective May 27, 2025, the Borrowers and the Guarantors terminated 2021 Revolving Credit Agreement.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. | ||||
The information in Item 1.01 is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. | ||||
| (d) | Exhibits: | ||||
| Exhibit No. | Description | |||||||||||||
Credit Agreement dated May 27, 2025 among Trane Technologies Holdco Inc., Trane Technologies Financing Limited, Trane Technologies plc, Trane Technologies Lux International Holding Company S.à r.l., Trane Technologies Irish Holdings Unlimited Company, Trane Technologies Americas Holding Corporation, Trane Technologies Global Holding II Company Limited, and Trane Technologies Company LLC; JPMorgan Chase Bank, N.A., as Administrative Agent; Citibank, N.A., as Syndication Agent; BNP Paribas Securities Corporation, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., and U.S. Bank National Association as Documentation Agents; and JPMorgan Chase Bank, N.A., Citibank, N.A., BofA Securities, Inc., BNP Paribas Securities Corp. and Mizuho Bank, Ltd., as joint lead arrangers and joint bookrunners, and certain lending institutions from time to time parties thereto. | ||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||||||||
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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 on its behalf by the undersigned hereunto duly authorized.
TRANE TECHNOLOGIES PLC (Registrant) | |||||||||||||||||||||||||||||
Date: | May 28, 2025 | /s/ Evan M. Turtz | |||||||||||||||||||||||||||
Evan M. Turtz, Senior Vice President, General Counsel and Secretary | |||||||||||||||||||||||||||||
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