Dublin-based conglomerate Ingersoll-Rand said Monday it plans to merge its commercial and residential businesses and then spin off the combined entity on the way to splitting itself into two stand-alone companies within the next year.
Launching the security business as a yet-to-be-named freestanding company was one of several moves Ingersoll announced Monday following a lengthy internal review prompted by pressure from activist investor Nelson Peltz, The New York Times reports.
Peltz—whose Trian Fund Management investment fund owns a 7 percent stake in Ingersoll—has viewed Ingersoll as ripe for a corporate breakup, according to the Times. Citing unnamed sources “briefed on the matter,” the Times reports that the plan to spin off the security business has Peltz’s backing.
The security units—which encompass brands such as Schlage, Interflex, and Kryptonite—generated roughly $2 billion in combined revenue in the year that ended September 30, according to the Ingersoll press release announcing the move. Ingersoll—whose other products range from Club Car golf carts and Thermo King vehicle temperature control systems to American Standard bathroom fixtures and Ameristar home heating units—reported overall revenue of $14 billion for the year.
Simpson Thacher & Bartlett is advising Ingersoll in connection with the proposed spin-off with a team led by M&A partners Mario Ponce and Peter Martelli and capital markets partner Joshua Bonnie. Other Simpson Thacher lawyers working on the matter include partner David Rubinsky and of counsel Alvin Brown, who are advising on executive compensation and employee benefits issue, and tax partner Robert Holo.
Simpson Thacher has handled a variety of past matters for Ingersoll. According to a press release posted on the firm’s website, for instance, Ponce, Holo, and Brown were part of a team from the firm that advised Ingersoll-Rand on the sale of a majority interest in its Hussman Stationary Refrigerated Display Case Business to Clayton, Dubiller & Rice for roughly $370 million in August 2011. Ponce and Brown were also part of a Simpson Thacher team that advised the company in connection with the August 2007 sale of its Bobcat unit to Doosan Infracore for approximately $4.9 billion. Bonnie’s firm bio, meanwhile, says he counseled Ingersoll-Rand on the 2009 reorganization of its parent company in Ireland.
Ingersoll-Rand is being advised on Irish law aspects of the planned spin-off by a Dublin-based Arthur Cox team that includes managing partner Brian O’Gorman, corporate partner Maura McLaughlin, and tax partner Fintan Clancy.