Business Context and Reporting Period
This Form 8-K was filed by Gardner Denver Holdings, Inc. on December 13, 2018. The filing reports the entry into a material definitive agreement, specifically Amendment No. 3 to the Company's Credit Agreement dated July 30, 2013. Note: While the request metadata mentions "Ingersoll Rand Inc.", the filing text explicitly identifies the registrant as Gardner Denver Holdings, Inc.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, or liquidity ratios. The document focuses exclusively on the terms of a credit agreement amendment.
Material Changes
The primary material change is the amendment to the definition of "Change of Control" within the Credit Agreement. The specific modifications include:
- Removal of the requirement for certain specified equity holders to maintain a minimum ownership level of outstanding voting stock.
- Increase of the ownership acquisition threshold constituting a "Change of Control" from 35% to 50% of the outstanding voting stock.
- Inclusion of corresponding technical changes and updates.
Outlook, Risks, and Related Parties
Related Party Transactions: KKR Capital Markets LLC, an affiliate of Kohlberg Kravis Roberts & Co. L.P. (KKR), serves as a joint manager and arranger under the Credit Agreement. Investment funds managed by KKR are lenders under the agreement and own approximately 35.6% of the Company's issued and outstanding common stock. KKR and its affiliates have provided and may continue to provide financial advisory and investment banking services to the Company for customary fees.
Risks and Contingencies: The filing does not disclose new operational risks or contingencies beyond the standard disclosure of related party relationships and the potential for future transactions with lenders and agents.
Investor Verification Checklist
- Verify the exact terms of the "Change of Control" definition in the attached Exhibit 10.1 (Amendment No. 3).
- Confirm the current ownership percentage of Kohlberg Kravis Roberts & Co. L.P. and its affiliates (stated as approximately 35.6% in the filing).
- Review the full Credit Agreement to understand the implications of the increased 50% threshold on potential future acquisitions or equity shifts.
- Check for any subsequent filings regarding the financial impact of the credit agreement terms.