8-K
Trane Technologies plc (TT)
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 of earliest event reported) — October 2, 2023
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TRANE TECHNOLOGIES PLC
(Exact name of registrant as specified in its charter)
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| Ireland | 001-34400 | 98-0626632 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
170/175 Lakeview Drive
Airside Business Park
Swords Co. Dublin
Ireland
(Address of principal executive offices, including zip code)
+(353)(0)18707400
(Registrant’s phone number, including area code)
N/A
(Former name or former address, if changed since last report)
____________________________________________
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Securities registered pursuant to Section 12(b) of the Act: | ||
|---|---|---|
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Ordinary Shares, Par Value $1.00 per Share | TT | New York Stock Exchange |
| 5.250% Senior Notes due 2033 | TT33 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2):
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. o
| Item 8.01. | Other Events |
|---|
On October 2, 2023, Trane Technologies plc issued a press release announcing an agreement to acquire Nuvolo Technologies Corporation. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. | | --- | --- || (d) | Exhibits: | | --- | --- || Exhibit No. | Description | | --- | --- | | 99.1 | Press Release of Trane Technologies plc, datedOctober2,2023. | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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<br><br>(Registrant) | ||
|---|---|---|
| Date: | October 2, 2023 | /s/ Evan M. Turtz |
| Evan M. Turtz, Senior Vice President, General Counsel and Secretary |
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Document
Media Contact: Investors Contact:
Shelby Hansen Zachary Nagle
+1-925-336-0496 +1-704-990-3913
Shelby.Hansen@tranetechnologies.com InvestorRelations@tranetechnologies.com
Trane Technologies to Acquire Connected Workplace and Enterprise Asset Management Leader Nuvolo
•Expands company’s software-as-a-service (SaaS) and digital capabilities to meet fast-growing demands for modern workplace and enterprise asset management solutions
•Combines Nuvolo’s leading integrated workplace and enterprise asset management workflow software with complementary Trane Technologies’ digital, building management and connected equipment and services capabilities
•Unlocks new value and offerings for customers across shared verticals globally
SWORDS, Ireland ─ October 2, 2023 ─ Trane Technologies (NYSE: TT), a global climate innovator, announced that it has signed a definitive agreement to acquire Nuvolo, a global leader in modern, cloud-based connected workplace and enterprise asset management products and solutions.
Built on the ServiceNow™ Platform, Nuvolo Connected Workplace helps customers modernize facilities management, optimize spaces, and manage the full lifecycle of enterprise assets utilizing a single solution. The acquisition will bring together the companies’ complementary capabilities, technology, offerings, and customer bases across shared key verticals, including healthcare, life sciences, retail, public sector, education and more.
“Nuvolo is an outstanding fit with Trane Technologies’ strategy to broaden the impact of our climate leadership and innovate for sustainability,” said Paul Camuti, executive vice president and chief technology and sustainability officer of Trane Technologies. “With this acquisition, we see an opportunity to accelerate Nuvolo’s global growth and unlock new value and offerings for our respective customers and partners. We look forward to welcoming the talented Nuvolo team as we further expand our digital leadership with cloud-based solutions and services that help our customers achieve their decarbonization and workplace transformation goals. This bolt-on acquisition follows our proven model of adding leading technologies that augment our core business and scaling them to deliver strong returns over time.”
Nuvolo Founder and CEO Tom Stanford will join Trane Technologies in a leadership role and will continue to lead the Nuvolo business and team of approximately 250 global associates.
“Following a decade of innovation and growth, we dedicated ourselves to finding an extraordinary partner aligned with our core values and future vision, who could take Nuvolo to the next stage of development,” said Tom Stanford, Nuvolo founder and CEO. “We are thankful to have found that partner in Trane Technologies. As a global decarbonization pioneer, Trane Technologies shares our commitment to innovation, forward thinking and a relentless commitment to customer-focused solutions. We are proud to be part of the Trane Technologies family, and excited about the next phase of growth with this new partnership.”
The transaction is subject to regulatory approval, with closing expected in the fourth quarter of 2023. Goldman Sachs & Co. LLC served as the financial advisor to Trane Technologies on the transaction. Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisor to Trane Technologies. Cooley LLP served as legal advisor to Nuvolo. Additional details of the transaction were not disclosed.
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About Trane Technologies
Trane Technologies is a global climate innovator. Through our strategic brands Trane® and Thermo King®, and our environmentally responsible portfolio of products and services, we bring efficient and sustainable climate solutions to buildings, homes, and transportation. Learn more at tranetechologies.com.
About Nuvolo
Nuvolo is the global leader in modern, cloud-based connected workplace solutions, built on ServiceNow. Nuvolo provides a single platform to manage all people, all physical locations, all assets, and all work across the business. Industries served include healthcare, life sciences, retail, public sector, higher education, technology, financial services, and enterprise. Nuvolo is headquartered in Wellesley, MA, with a global workforce located throughout North America, Europe, and Asia. Learn more at nuvolo.com.
Forward-Looking Statements
This news release includes “forward-looking statements” within the meaning of securities laws, which are statements that are not historical facts, including statements that relate to the acquisition of Nuvolo and the anticipated impact of the transaction on the Company’s strategic initiatives and sustainability commitments. These forward-looking statements are based on our current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from our current expectations. Factors that could cause such differences can be found in our Form 10-K for the year ended December 31, 2022, as well as our subsequent reports on Form 10-Q and other SEC filings. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect the Company. We assume no obligation to update these forward-looking statements.