Clayton, Dubilier & Rice to Acquire 60 Percent of Hussmann Stationary Refrigerated Display Case Business from Ingersoll Rand

Ingersoll Rand to Retain 40% Equity Interest

NEW YORK – August 8, 2011 – Clayton, Dubilier & Rice, LLC and Ingersoll–Rand plc [NYSE:IR] today announced a definitive agreement under which funds managed by CD&R will acquire a 60 percent ownership stake in Hussmann International, Inc., a leading manufacturer of refrigerated display merchandising equipment and refrigeration systems for the retail food industry. CD&R will invest $195 million of equity to acquire convertible participating preferred stock of Hussmann in the transaction. Ingersoll Rand will retain a 40 percent equity interest in the company.

With 2010 revenues of nearly $800 million, Hussmann serves a broad range of customer segments involved in food retailing, including supermarkets, mass merchants, warehouse clubs, convenience stores, drug stores and foodservice establishments. The company’s products provide value to customers through efficient, reliable and differentiated retail merchandising solutions that drive retailers’ sales and profitability. Hussmann holds a leading position in North America, with long-standing relationships with 17 of the 20 largest food retailers, as well as in Mexico, and Australia / New Zealand.

Hussmann provides critical solutions to customers in the areas of merchandising, food safety, shelf life extension, sustainability and life cycle value. The company’s products include refrigerated and non-refrigerated display merchandisers, refrigeration systems, evaporative condensers, heat exchange coils, beverage coolers, walk-in coolers and freezers, and other related products. Hussmann also provides installation, service, maintenance and aftermarket parts.

“Hussmann is a clear market leader with an outstanding reputation, a history of innovation, strong long-term customer relationships, a dedicated work force and significant manufacturing scale advantages,” said Nathan K. Sleeper, a Partner at CD&R. “These core strengths form a solid foundation from which to build an even more successful enterprise.”

“We are pleased that Ingersoll Rand will be investing with us,” said James G. Berges, a CD&R Operating Partner who will become Chairman of Hussmann after the transaction closes. “Together with the Hussmann management team, we look forward to taking the company to the next level of profitable growth while continuing to position the business as an industry leader based on innovative customer solutions and commitment to quality.”

The transaction is expected to close near the end of the third quarter. CD&R has obtained committed financing from GE Capital, ING Capital LLC, Rabobank, BMO Capital Markets, RBC Capital Markets and Natixis. J.P. Morgan Securities LLC acted as financial advisors to Ingersoll Rand. Simpson Thatcher & Bartlett LLP is advising Ingersoll Rand on legal matters in connection with the transaction. ING Capital LLC, Rabo Securities USA, Inc., BMO Capital Markets, RBC Capital Markets and Natixis acted as financial advisors, and Debevoise & Plimpton LLP acted as legal advisor to CD&R.


Clayton, Dubilier & Rice to Acquire 60 Percent of Hussmann Stationary Refrigerated Display Case Business from Ingersoll Rand

Ingersoll Rand to Retain 40% Equity Interest

NEW YORK – August 8, 2011 – Clayton, Dubilier & Rice, LLC and Ingersoll–Rand plc [NYSE:IR] today announced a definitive agreement under which funds managed by CD&R will acquire a 60 percent ownership stake in Hussmann International, Inc., a leading manufacturer of refrigerated display merchandising equipment and refrigeration systems for the retail food industry. CD&R will invest $195 million of equity to acquire convertible participating preferred stock of Hussmann in the transaction. Ingersoll Rand will retain a 40 percent equity interest in the company.

With 2010 revenues of nearly $800 million, Hussmann serves a broad range of customer segments involved in food retailing, including supermarkets, mass merchants, warehouse clubs, convenience stores, drug stores and foodservice establishments. The company’s products provide value to customers through efficient, reliable and differentiated retail merchandising solutions that drive retailers’ sales and profitability. Hussmann holds a leading position in North America, with long-standing relationships with 17 of the 20 largest food retailers, as well as in Mexico, and Australia / New Zealand.

Hussmann provides critical solutions to customers in the areas of merchandising, food safety, shelf life extension, sustainability and life cycle value. The company’s products include refrigerated and non-refrigerated display merchandisers, refrigeration systems, evaporative condensers, heat exchange coils, beverage coolers, walk-in coolers and freezers, and other related products. Hussmann also provides installation, service, maintenance and aftermarket parts.

“Hussmann is a clear market leader with an outstanding reputation, a history of innovation, strong long-term customer relationships, a dedicated work force and significant manufacturing scale advantages,” said Nathan K. Sleeper, a Partner at CD&R. “These core strengths form a solid foundation from which to build an even more successful enterprise.”

“We are pleased that Ingersoll Rand will be investing with us,” said James G. Berges, a CD&R Operating Partner who will become Chairman of Hussmann after the transaction closes. “Together with the Hussmann management team, we look forward to taking the company to the next level of profitable growth while continuing to position the business as an industry leader based on innovative customer solutions and commitment to quality.”

The transaction is expected to close near the end of the third quarter. CD&R has obtained committed financing from GE Capital, ING Capital LLC, Rabobank, BMO Capital Markets, RBC Capital Markets and Natixis. J.P. Morgan Securities LLC acted as financial advisors to Ingersoll Rand. Simpson Thatcher & Bartlett LLP is advising Ingersoll Rand on legal matters in connection with the transaction. ING Capital LLC, Rabo Securities USA, Inc., BMO Capital Markets, RBC Capital Markets and Natixis acted as financial advisors, and Debevoise & Plimpton LLP acted as legal advisor to CD&R.