Ingersoll Plans Security Spinoff After Peltz Breakup Push

Ingersoll-Rand Plc (IR) plans to spin off its commercial and residential security businesses within the next year after hedge-fund manager Nelson Peltz pressed for a breakup to boost shareholder value.

Ingersoll’s strategy, which also includes a stock buyback and a 31 percent dividend boost, marks the culmination of talks with Peltz’s Trian Fund Management LP, which disclosed a 7.3 percent stake in May. Peltz had threatened a proxy battle, a person familiar with the matter said.

The new security company have about $2 billion in yearly sales, while the existing Ingersoll will generate about $12 billion, retaining climate-control operations with brands such as Trane and American Standard. The move will let investors value the different businesses separately, said Chief Executive Officer Michael W. Lamach, who will stay at Ingersoll.

“In separating out the security business, which really has very few synergies with the rest of the business, that’s a great step and likely to allow that business on its own to seek some potential buyers,” Steven Winoker, a New York-based analyst at Sanford C. Bernstein & Co., said in a telephone interview. “It’s an industry that continues to consolidate.”

Some heating and air-conditioning companies have an enterprise value of about 9 times earnings, and strong security firms have a multiple of about 11 on the same basis, Julian Mitchell, a New York-based analyst with Credit Suisse AG, said in a note to clients. With Ingersoll’s current multiple of 8, a split may mean the separate businesses “yield a closing of this valuation discrepancy over time,” he said.

Structure, Management

Ingersoll climbed 2.3 percent to $49.83 at 10:59 a.m. in New York, and earlier touched $50.03, the highest intraday price since May 2011. The shares previously gained 60 percent this year.

Completion of the spinoff will require more work on structure and management, and those plans will be subject to board approval, the Swords, Ireland-based company said.

Ingersoll said it would repurchase as much as $2 billion of existing shares starting in 2013 and plans to complete the buyback in the first three months of 2014. The company also raised its quarterly dividend to 21 cents a share, payable March 28 to investors holding stock as of March 12.

Peltz suggested in a regulatory filing in August, the same month he joined the board, that the maker of air-conditioning systems, climate-control technologies and security systems be split into three companies.

Separating the security businesses, with brands such as Schlage and Kryptonite, will be tax-free for shareholders, the company said.

Ingersoll moved its headquarters to Bermuda from New Jersey in 2001 and then to Ireland in 2009, in part because of tax laws.

To contact the reporters on this story: David Welch in New York at; Brooke Sutherland in New York at

To contact the editors responsible for this story: Jeffrey McCracken at; Ed Dufner at

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