Peltz's Trian Pushes Split of Ingersoll-Rand (IR) to Enhance Shareholder Value

August 6, 2012 5:34 PM EDT
Nelson Peltz's Trian Fund Management filed an amended 13D with the U.S. SEC for Ingersoll-Rand (NYSE: IR). His holding in the company hasn't changed. According to the filing:

"Since the June 20, 2012 filing of Amendment No. 1, the Trian Group has had additional meetings and conversations with the Issuer's Board of Directors and senior management team, including making a presentation to the Board of Directors of the Issuer at its meeting on August 2, 2012, about the matters described in the first paragraph of Item 4 of the Schedule 13D. During the discussions and at the Board meeting, the Trian Group communicated its views regarding the Issuer's current business and strategies, Trian's ideas on ways that the Issuer could enhance shareholder value by improving certain key financial, operational, compensation and corporate governance metrics and by implementing various strategic alternatives, including a restructuring or separation of its key business segments into three standalone public companies. The Trian Group also communicated its views to the Issuer on various initiatives which the Trian Group believes would enhance shareholder value, such as increasing operating margins to levels comparable to those achieved in peer businesses, considering the use of prudent amounts of leverage to return capital to shareholders by increasing the size of the Issuer's stock repurchase program and through special dividends, taking additional steps to strengthen the Issuer’s management team and better align management compensation with the Issuer's performance in order to enhance shareholder value and improving the Issuer's corporate governance profile, including through the addition of several new independent directors to the Issuer's Board of Directors.

The Reporting Persons expect to further communicate and engage in discussions with some or all of the following: management, the Board, other shareholders of the Issuer, industry participants and/or other interested or relevant parties about the Issuer and about various other matters, including representation for the Trian Group on the Issuer's Board of Directors and the operations, business, management, governance, strategic plans, assets and capital structure of the Issuer, which discussions may include proposing or considering one or more of the actions described in subparagraphs (a)-(j) of Item 4 of Schedule 13D, such as requisitioning an EGM and/or nominating or proposing candidates for election or appointment to the Board of Directors of the Issuer. In addition, the Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, results and strategic direction, price levels of the Shares, the Issuer's response to the matters discussed or to be discussed with the Reporting Persons, actions taken by management and the Board of Directors of the Issuer, other investment opportunities available to the Reporting Persons, the adjustment and management of positions in portfolios of the Reporting Persons, conditions in the securities and capital markets, and general economic and industry conditions, the Reporting Persons may, from time to time and at any time, in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, but not limited to: requisitioning an EGM and/or nominating or proposing candidates for election or appointment to the Board of Directors of the Issuer; purchasing additional securities of the Issuer in the open market or otherwise; selling some or all of the Reporting Persons' respective holdings in the Issuer in the open market or otherwise, at any time and from time to time; entering into financial instruments or other agreements that increase or decrease the Reporting Persons' economic exposure with respect to their investment in the Issuer; and/or engaging in any hedging or similar transactions with respect to such holdings; and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D."

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