Ingersoll Rand Inc. (NYSE:IR) agreed to acquire ILC Dover LP from New Mountain Capital, L.L.C. for approximately $2.4 billion on March 25, 2024. The deal includes an upfront cash purchase price of approximately $2.325 billion and an earnout of $75 million tied to the achievement of select operating efficiency metrics in 2024. At its maximum payout, the earnout increases the 17x upfront purchase multiple by less than one turn.

As of May 10, 2024, Ingersoll raised $3,276 million in net proceeds from the bond offering, of which $1,236 million was used to repay the term loans under the existing senior secured credit facility in full as part of its replacement as described below, $2,000 million will be used to partially fund the cash consideration for the previously announced ILC Dover acquisition, and the remainder of the net proceeds will be used for general corporate purposes. ILC Dover reported revenue of approximately $340 million for the period 2023. The transaction is subject to customary closing conditions, including regulatory approvals and including HSR and is expected to close at the end of Q2 2024.

Kate Hardey, Dennis Williams, Adam Kool, Michael Beinus, Ravi Agarwal, Jennifer S. Perkins and Lee M. Blum of Kirkland & Ellis LLP is serving as legal counsel to Ingersoll Rand. Real Leclerc, Ryan Plusch, Gregory S. Valentine and Simon Blank of Jefferies LLC and Bartosz Ostenda, Katrien Carbonez and Hamish Douglas of Goldman Sachs & Co. LLC are serving as financial advisors and Elizabeth Cooper, Joey Mayer, Adam Arikat, Greg Grogan, Gary Tashjian, Peter Guryan, Benjamin Persina, Lori Lesser, Krista McManus, Timothy Mulvihill and Deepa Sarkar of Simpson Thacher & Bartlett LLP is serving as legal counsel to ILC Dover and New Mountain Capital.