INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITEDd18rn0p25nwr6d.cloudfront.net/CIK-0001466258/7eb00b7e... · 2017-02-16 · Ingersoll-Rand Company is a wholly-owned subsidiary of Ingersoll-Rand

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As filed with the Securities and Exchange Commission on April 25, 2014 Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4 REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED (Exact name of registrant as specified in its charter) SEE TABLE OF ADDITIONAL REGISTRANTS

800-E Beaty Street Davidson, North Carolina 28036

(704) 655-4000 (Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Robert L. Katz Senior Vice President and General Counsel

c/o Ingersoll-Rand Company 800-E Beaty Street

Davidson, North Carolina 28036 (704) 655-4000

(Name, address and telephone number of agent for service)

With a copy to Joshua Ford Bonnie

Simpson Thacher & Bartlett LLP 425 Lexington Avenue

New York, New York 10017-3954 (212) 455-2000

Approximate date of commencement of proposed exchange offer: As soon as practicable after this Registration Statement is declared effective. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. � If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. � If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. � Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer) � Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) �

Delaware N/A 46-4716676

(State or Other Jurisdiction of Incorporation or Organization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer Identification No.)

Large accelerated filer � Accelerated filer � Non-accelerated filer (Do not check if a smaller reporting company) Small reporting company �

CALCULATION OF REGISTRATION FEE

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

Title of Each Class of Securities to be Registered

Amount to be

Registered

Proposed Maximum

Offering Price per Note

Proposed Maximum Aggregate

Offering Price (1) Amount of

Registration Fee 2.875% Senior Notes due 2019 $350,000,000 100% $350,000,000 $45,080 4.250% Senior Notes due 2023 $700,000,000 100% $700,000,000 $90,160 5.750% Senior Notes due 2043 $500,000,000 100% $500,000,000 $64,400 Guarantees of 2.875% Senior Notes due 2019 (2) N/A N/A N/A N/A (3)

Guarantees of 4.250% Senior Notes due 2023 (2) N/A N/A N/A N/A (3)

Guarantees of 5.750% Senior Notes due 2043 (2) N/A N/A N/A N/A (3)

(1) Estimated solely for the purpose of calculating the registration fee under Rule 457(1) of the Securities Act of 1933, as amended (the “Securities Act” ). (2) See inside facing page for table of additional registrants. (3) Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.

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TABLE OF ADDITIONAL REGISTRANTS 1

Exact Name of Registrant as Specified in its Charter

State or Other Jurisdiction of

Incorporation or Organization

I.R.S. Employer

Identification Number

Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal

Executive Offices Ingersoll-Rand plc.

Ireland

98-0626632

170/175 Lakeview Dr. Airside Business Park Swords, Co. Dublin Ireland +(353) (0) 18707400

Ingersoll-Rand Company Limited

Bermuda

75-2993910

c/o Ingersoll-Rand plc 170/175 Lakeview Dr. Airside Business Park Swords, Co. Dublin Ireland +(353) (0) 18707400

Ingersoll-Rand International Holding Limited

Bermuda

98-0613467

c/o Ingersoll-Rand plc 170/175 Lakeview Dr. Airside Business Park Swords, Co. Dublin Ireland +(353) (0) 18707400

Ingersoll-Rand Company

New Jersey

13-5156640

800-E Beaty Street Davidson, NC 28036 (704) 655-4000

1 Each of Ingersoll-Rand plc, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited is a direct or indirect parent

company of Ingersoll-Rand Global Holding Company Limited and will be a guarantor of each series of the senior notes registered hereunder. Each such guarantee will be full and unconditional and joint and several. Ingersoll-Rand Company is a wholly-owned subsidiary of Ingersoll-Rand Global Holding Company Limited and will be a co-obligor of each series of the senior notes registered hereunder.

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The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the off or sale is not permitted.

Subject to Completion, dated April 25, 2014

PRELIMINARY PROSPECTUS

Ingersoll-Rand Global Holding Company Limited Offers to Exchange

$350,000,000 principal amount of its 2.875% Senior Notes due 2019 (the “2019 exchange notes”) which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) for any and all of its outstanding 2.875% Senior Notes due 2019 (the “2019 notes”) (the “2019 notes offer”).

$700,000,000 principal amount of its 4.250% Senior Notes due 2023 (the “2023 exchange notes”) which have been registered under the Securities Act for any and all of its outstanding 4.250% Senior Notes due 2023 (the “2023 notes”) (the “2023 notes offer”).

$500,000,000 principal amount of its 5.750% Senior Notes due 2043 (the “2043 exchange notes” and, together with the 2019 exchange notes and the 2023 exchange notes, the “exchange notes”) which have been registered under the Securities Act for any and all of its outstanding 5.750% Senior Notes due 2043 (the “2043 notes” and, together with the 2019 notes and the 2023 notes, the “eligible notes” and the eligible notes collectively with the exchange notes, the “notes”) (the “2043 notes offer” and, together with the 2019 notes offer and the 2023 notes offer, the “exchange offers” and, with respect to each series of notes, each individually an “exchange offer”).

The exchange notes will be fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by Ingersoll-Rand plc (“IR plc”), Ingersoll-Rand Company Limited (“IRCL”) and Ingersoll-Rand International Holding Limited (“IRIH L”), each of which is a direct or indirect parent company of Ingersoll-Rand Global Holding Company Limited (“IRGHCL” or the “Issuer”). Ingersoll- Rand Company (“IRNJ” or the “Co-obligor”), which is a wholly-owned subsidiary of the Issuer, will be a co-obligor of the exchange notes and will assume, jointly and severally with the Issuer, the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on all of the exchange notes and the due and punctual performance and observance of all covenants and conditions of the indenture to be performed by the Issuer.

We are conducting the exchange offers in order to provide you with an opportunity to exchange your unregistered eligible notes for freely tradeable notes that have been registered under the Securities Act.

The Exchange Offers

Results of the Exchange Offers

All untendered eligible notes will continue to be subject to the restrictions on transfer set forth in the eligible notes and in the related indenture. In general, the eligible notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offers, we do not currently anticipate that we will register the eligible notes under the Securities Act.

Investing in the exchange notes involves risks. See “Risk Factors” beginning on page 12 for a discussion of certain risks that you should consider before participating in the exchange offers.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes to be distributed in the exchange offers or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for eligible notes where such eligible notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

The date of this prospectus is , 2014.

• We will exchange all eligible notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are

freely tradable.

• You may withdraw tenders of eligible notes at any time prior to the close of business, New York City time, on the last business day on which the

applicable exchange offer remains open.

• Each exchange offer expires at the end of the day, 12:00 a.m. midnight, New York City time, on , 2014, unless extended.

• The exchange of eligible notes for exchange notes in the exchange offers will not be a taxable event for U.S. federal income tax purposes.

• The terms of the exchange notes to be issued in the applicable exchange offer are substantially identical to the eligible notes, except that the exchange

notes will be freely tradeable.

• The exchange notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. We do not plan

to list the exchange notes on a national market.

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You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. The prospectus may be used only for the purposes for which it has been published and no person has been authorized to give any information not contained herein. If you receive any other information, you should not rely on it. We are not, and the initial purchasers of the eligible notes are not, making an offer of these securities in any state where the offer is not permitted.

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Unless otherwise stated or the context otherwise requires, references in this prospectus to “Ingersoll-Rand,” “we,” “us” and “our” refer, collectively, to IR plc and its consolidated subsidiaries, including the Issuer, the Co-obligor and the Guarantors; the “Issuer” refers only to IRGHCL and not to its subsidiaries or affiliates; the “Co-obligor” refers only to IRNJ and not to its subsidiaries or affiliates; and the “Guarantors” refers, collectively, to IR plc, IRCL and IRIHL and to each other guarantor who guarantees the notes under the indenture that governs the notes, but not to any of their subsidiaries or affiliates.

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Page Forward-Looking Statements ii Where You Can Find More Information iii Incorporation by Reference iii Summary 1 Risk Factors 12 Use of Proceeds 17 The Exchange Offers 18 Description of the Exchange Notes 29 Book-Entry Delivery Procedures 46 United States Federal Income Tax Consequences of the Exchange Offers 48 Certain ERISA Considerations 49 Plan of Distribution 51 Legal Matters 52 Experts 52 Service of Process and Enforcement of Liabilities 52

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FORWARD-LOOKING STATEMENTS

Certain statements contained or incorporated by reference in this prospectus, other than purely historical information, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements.

Forward-looking statements may relate to such matters as projections of revenue, margins, expenses, tax provisions, earnings, cash flows, benefit obligations, share or debt repurchases or other financial items; any statements of the plans, strategies and objectives of management for future operations, including those relating to any statements concerning expected development, performance or market share relating to our products and services; any statements regarding future economic conditions or our performance; any statements regarding pending investigations, claims or disputes, including those relating to the Internal Revenue Service audit of our consolidated subsidiaries’ tax filings; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. These statements are based on currently available information and our current assumptions, expectations and projections about future events. While we believe that our assumptions, expectations and projections are reasonable in view of the currently available information, you are cautioned not to place undue reliance on our forward-looking statements. You are advised to review any further disclosures we make on related subjects in materials we file with or furnish to the SEC. Forward-looking statements speak only as of the date they are made and are not guarantees of future performance. They are subject to future events, risks and uncertainties—many of which are beyond our control—as well as potentially inaccurate assumptions, that could cause actual results to differ materially from our expectations and projections. We do not undertake to update any forward-looking statements.

Factors that might affect our forward-looking statements include, among other things:

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• overall economic, political and business conditions in the markets in which we operate;

• the demand for our products and services;

• competitive factors in the industries in which we compete;

• changes in tax requirements (including tax rate changes, new tax laws and revised tax law interpretations);

• the outcome of any litigation, governmental investigations or proceedings;

• the outcome of any income tax audits or settlements;

• interest rate fluctuations and other changes in borrowing costs;

• other capital market conditions, including availability of funding sources and currency exchange rate fluctuations;

• availability of and fluctuations in the prices of key commodities and the impact of higher energy prices;

• the ability to achieve cost savings in connection with our productivity programs;

• potential further impairment of our goodwill, indefinite-lived intangible assets and/or our long-lived assets;

• the possible effects on us of future legislation in the U.S. that may limit or eliminate potential U.S. tax benefits resulting from our

incorporation in a non-U.S. jurisdiction, such as Ireland, or deny U.S. government contracts to us based upon our incorporation in such non-U.S. jurisdiction; and

• our ability to fully realize the expected benefits of the spin-off of our commercial and residential security businesses.

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Some of the significant risks and uncertainties that could cause actual results to differ materially from our expectations and projections are described more fully in Item 1A “Risk Factors” in IR plc’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 14, 2014 (the “2013 Form 10-K”). You should read that information in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and related notes in the 2013 Form 10-K and in IR plc’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on April 23, 2014 (the “First Quarter 2014 10-Q”). We note such information for investors as permitted by the Private Securities Litigation Reform Act of 1995.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov and on our corporate website at http://www.ingersollrand.com. Information on our website does not constitute part of this prospectus, and any references to this website or any other website are inactive textual references only. You may inspect without charge any documents filed by us at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or any part of these materials from the SEC upon the payment of certain fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.

The IR plc ordinary shares are listed on the New York Stock Exchange (“NYSE”) under the trading symbol “IR”. Our SEC filings are also available at the office of the NYSE located at 20 Broad Street, New York, New York 10005.

INCORPORATION BY REFERENCE

We “incorporate by reference” into this prospectus the information contained in documents we file with the SEC, which means that we disclose important information to you by referring you to those documents rather than by including them in this prospectus. Information that is incorporated by reference is considered to be part of this prospectus and you should read the information with the same care that you read this prospectus. Later information that we file with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus, and will be considered to be a part of this prospectus from the date those documents are filed. We have filed with the SEC, and incorporate by reference in this prospectus, the following documents:

All future filings that we make under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until all the securities offered by this prospectus have been issued as described in this prospectus, are deemed incorporated into and part of this prospectus once filed. We are not, however, incorporating, in each case, any documents (or portions thereof) or information that we are deemed to furnish and not file in accordance with SEC rules. Any statement in this prospectus or in any document incorporated by reference that is different from any statement contained in any later-filed document should be regarded as changed by that later statement. Once so changed, the earlier statement is no longer considered part of this prospectus.

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• the 2013 Form 10-K;

• the First Quarter 2014 10-Q;

• IR plc’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 24, 2014; and

• IR plc’s Current Reports on Form 8-K filed with the SEC on February 7, 2014, March 26, 2014 and March 31, 2014.

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You may request by phone or in writing a copy of any of the materials incorporated (other than exhibits, unless the exhibits are themselves specifically incorporated) into this prospectus and we will provide to you these materials free of charge. Please make your request to Robert L. Katz, Senior Vice President and General Counsel, c/o Ingersoll-Rand Company, 800-E Beaty Street, Davidson, North Carolina 28036, telephone (704) 655-4000.

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SUMMARY

This summary is not complete and does not contain all of the information that you should consider before deciding to tender your eligible notes in the applicable exchange offer. You should read this entire prospectus, including “Risk Factors,” and the documents incorporated by reference herein, including our consolidated financial statements and related notes.

Ingersoll-Rand plc

Ingersoll-Rand plc (“IR plc”), a public limited company incorporated in Ireland in 2009, and its consolidated subsidiaries, is a diversified, global company that provides products, services and solutions to enhance the quality and comfort of air in homes and buildings, transport and protect food and perishables, and increase industrial productivity and efficiency. Our business segments consist of Climate and Industrial, both with strong brands and leading positions within their respective markets. We generate revenue and cash primarily through the design, manufacture, sale and service of a diverse portfolio of industrial and commercial products that include well-recognized, premium brand names such as Ingersoll-Rand ® , Trane ® , Thermo King ® , American Standard ® and Club Car ® .

To achieve our mission of being a world leader in creating comfortable and efficient environments, we continue to focus on increasing our recurring revenue stream from parts, service, used equipment and rentals; and to continuously improve the efficiencies and capabilities of the products and services of our businesses. We also continue to focus on operational excellence strategies as a central theme to improving our earnings and cash flows.

Our business segments provide products, services and solutions used to increase the efficiency and productivity of both industrial and commercial operations and homes, as well as improve the health and comfort of people around the world.

In the fourth quarter of 2013, the Company realigned its organizational structure to provide a greater focus on growth, continue implementation of business operating systems, build on our successful operational excellence philosophy and reduce complexity and costs. The Company’s new reporting structure includes the Climate and Industrial segments.

Our business segments are as follows:

Climate

Our Climate segment delivers energy-efficient solutions globally and includes Trane ® and American Standard ® Heating & Air Conditioning which provide heating, ventilation and air conditioning (HVAC) systems, and commercial and residential building services, parts, support and controls; and Thermo King ® transport temperature control solutions. This segment had 2013 net revenues of $9.4 billion.

Industrial

Our Industrial segment delivers products and services that enhance energy efficiency, productivity and operations. It includes Ingersoll Rand ® compressed air systems and services, power tools, material handling systems, ARO ® fluid management equipment, as well as Club Car ® golf, utility and rough terrain vehicles. This segment had 2013 net revenues of $2.9 billion.

The principal executive office of IR plc is located at 170/175 Lakeview Dr., Airside Business Park, Swords, Co. Dublin, Ireland, telephone +(353) (0) 18707400.

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Ingersoll-Rand Company Limited

Ingersoll-Rand Company Limited (“IRCL”) is a Bermuda company incorporated in accordance with the Companies Act 1981 of Bermuda on August 8, 2001. On July 1, 2009, IRCL completed a scheme of arrangement pursuant to which it became a direct and indirect wholly-owned subsidiary of IR plc. IRCL is the indirect parent of IRIHL and IRGHCL.

The registered office of IRCL is located at Canon’s Court, 22 Victoria Street, Hamilton, HM12 Bermuda and its principal executive office is located at 170/175 Lakeview Dr., Airside Business Park, Swords, Co. Dublin, Ireland, telephone +(353) (0) 18707300.

Ingersoll-Rand International Holding Limited

Ingersoll-Rand International Holding Limited (“IRIHL”), a Bermuda company incorporated in accordance with the Companies Act 1981 of Bermuda on February 12, 2009, is a holding company and an indirect, wholly-owned subsidiary of IR plc. IRIHL is the parent of several subsidiaries, including IRGHCL.

The registered office of IRIHL is located at Canon’s Court, 22 Victoria Street, Hamilton, HM12 Bermuda, telephone +(441) 295-2244.

Ingersoll-Rand Global Holding Company Limited

Ingersoll-Rand Global Holding Company Limited (“IRGHCL”), a Delaware corporation, was formerly a Bermuda exempted company until it was incorporated under the laws of Delaware on January 31, 2014 pursuant to a domestication transaction. IRGHCL is parent to several subsidiaries, including Ingersoll-Rand Company.

The registered office of IRGHCL is located at 800-E Beaty Street, Davidson, NC, 28036, telephone (704) 655-4000.

Ingersoll-Rand Company

Ingersoll-Rand Company (“IRNJ”), a corporation incorporated in New Jersey on June 1, 1905, is a holding company and an indirect, wholly-owned subsidiary of IR plc. IRNJ is the direct and indirect parent to several subsidiaries.

The registered office of IRNJ is located at 800-E Beaty Street, Davidson, NC, 28036, telephone (704) 655-4000.

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The Exchange Offers

General In connection with the private offering of the eligible notes, IRGHCL and the guarantors of eligible notes entered into registration rights agreements with the initial purchasers in which they agreed, among other things, to file under the Securities Act a registration statement relating to the exchange offers, cause such registration statement to become effective no later than 365 days after the date of the original issuance of the eligible notes, to deliver this prospectus to you and to complete the exchange offers within 30 business days after the effectiveness of the registration statement. You are entitled to exchange in the applicable exchange offer your eligible notes for exchange notes which are identical in all material respects to the eligible notes except:

• the exchange notes have been registered under the Securities Act;

• the exchange notes are not entitled to any registration rights which are applicable to the eligible notes under the related registration rights agreement; and

• the liquidated damages provisions of the related registration rights agreement will no longer be applicable.

The Exchange Offers IRGHCL is offering to exchange:

• $350,000,000 aggregate principal amount of its 2.875% Senior Notes due 2019

which have been registered under the Securities Act for any and all of its 2019 notes;


which have been registered under the Securities Act for any and all of its 2023 notes; and


which have been registered under the Securities Act for any and all of its 2043 notes.

You may only exchange eligible notes in a minimum denomination of $2,000 and integral multiples of $1,000 in excess of $2,000.

Resale Based on an interpretation by the staff of the Securities and Exchange Commission (the “SEC”) set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offers in exchange for eligible notes may be offered for resale, resold and otherwise transferred by you (unless you are our “affiliate” within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

• you are acquiring the exchange notes in the ordinary course of your business; and

• you have not engaged in, do not intend to engage in, and have no arrangement or

understanding with any person to participate in, a distribution of the exchange notes.

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If you are a broker-dealer and receive exchange notes for your own account in exchange for eligible notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.”

Any holder of eligible notes who:

• is our affiliate within the meaning of Rule 405 under the Securities Act;

• does not acquire the exchange notes in the ordinary course of its business; or

• tenders its eligible notes in the applicable exchange offer with the intention to participate, or for the purpose of participating, in a distribution of exchange notes

cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling (available July 2, 1993), or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

Expiration Date Each exchange offer will expire at the end of the day, 12:00 a.m. midnight, New York City time, on , 2014, unless extended by IRGHCL.

IRGHCL does not currently intend to extend the expiration date.

Withdrawal You may withdraw the tender of your eligible notes at any time prior to the close of business, New York City time, on the last business day on which the applicable exchange offer remains open. IRGHCL will return to you any of your eligible notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the applicable exchange offer.

Conditions to the Exchange Offers Each exchange offer is subject to customary conditions, which IRGHCL may waive. See “The Exchange Offers—Conditions to the Exchange Offers.”

Procedures for Tendering Eligible Notes If you wish to participate in an exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of such letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must then mail or otherwise deliver the letter of transmittal, or a facsimile of such letter of transmittal, together with the eligible notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal.

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If you hold eligible notes through The Depository Trust Company (“DTC”) and wish to participate in an exchange offer, you must comply with the Automated Tender Offer Program procedures of DTC by which you will agree to be bound by the letter of transmittal. By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:

• you are not our “affiliate” within the meaning of Rule 405 under the Securities Act;

• you do not have an arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;

• you are acquiring the exchange notes in the ordinary course of your business;

• if you are not a broker-dealer, you are not engaged in, and do not intend to engage in, the distribution of the exchange notes; and

• if you are a broker-dealer that will receive exchange notes for your own account in exchange for eligible notes that were acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes.

Special Procedures for Beneficial Owners If you are a beneficial owner of eligible notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those eligible notes in an exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender those eligible notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your eligible notes, either make appropriate arrangements to register ownership of the eligible notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

Guaranteed Delivery Procedures If you wish to tender your eligible notes and your eligible notes are not immediately available or you cannot deliver your eligible notes, the letter of transmittal or any other required documents, or you cannot comply with the procedures under DTC’s Automated Tender Offer Program for transfer of book-entry interests, prior to the expiration date, you must tender your eligible notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offers—Guaranteed Delivery Procedures.”

Effect on Holders of Eligible Notes As a result of the making of, and upon acceptance for exchange of all validly tendered eligible notes pursuant to the terms of, the exchange offers, IRGHCL and the guarantors of the notes will have fulfilled a covenant under each registration rights agreement. Accordingly, there will be no additional increase in the interest rate on the eligible notes under the circumstances described in the related registration rights

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agreement. If you do not tender your eligible notes in the applicable exchange offer, you will continue to be entitled to all the rights and limitations applicable to the eligible notes as set forth in the related indenture, except IRGHCL and the guarantors of the notes will not have any further obligation to you to provide for the exchange and registration of the eligible notes under the related registration rights agreement. To the extent that eligible notes are tendered and accepted in the applicable exchange offer, the trading market for eligible notes could be adversely affected.

Consequences of Failure to Exchange All untendered eligible notes will continue to be subject to the restrictions on transfer set forth in the eligible notes and in the related indenture. In general, the eligible notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offers, IRGHCL, IRNJ and the guarantors of the notes do not currently anticipate that they will register the eligible notes under the Securities Act.

Material United States Federal Income Tax Consequences

The exchange of eligible notes for exchange notes in the exchange offers will not be a taxable event for United States federal income tax purposes. See “United States Federal Income Tax Consequences of the Exchange Offers.”

Use of Proceeds We will not receive any cash proceeds from the issuance of exchange notes in the exchange offers. See “Use of Proceeds.”

Exchange Agent The Bank of New York Mellon is the exchange agent for the exchange offers. The addresses and telephone numbers of the exchange agent are set forth in the section captioned “The Exchange Offers—Exchange Agent.”

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The Exchange Notes

The summary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of the Exchange Notes” section of this prospectus contains a more detailed description of the terms and conditions of the eligible notes and the exchange notes. The exchange notes will have terms identical in all material respects to the eligible notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to observe certain obligations in the related registration rights agreement.

Issuer Ingersoll-Rand Global Holding Company Limited

Co-obligor Ingersoll-Rand Company will be a co-obligor of the exchange notes and will assume, jointly and severally with the Issuer, the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on all of the exchange notes and the due and punctual performance and observance of all covenants and conditions of the indenture to be performed by the Issuer.

Guarantors Ingersoll-Rand Public Limited Company, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited will fully and unconditionally guarantee the payment of principal of and the premium, if any, and interest on the exchange notes.

Notes Offered $350,000,000 aggregate principal amount of 2.875% Senior Notes due 2019.

$700,000,000 aggregate principal amount of 4.250% Senior Notes due 2023.

$500,000,000 aggregate principal amount of 5.750% Senior Notes due 2043.

Maturity Dates The 2019 exchange notes will mature on January 15, 2019.

The 2023 exchange notes will mature on June 15, 2023.

The 2043 exchanges notes will mature on June 15, 2043.

Interest Payment Dates The exchange notes began bearing interest from and including June 20, 2013. The 2019 exchange notes will bear interest at 2.875% per year, the 2023 exchange notes will bear interest at 4.250% per year and the 2043 exchange notes will bear interest at 5.750% per year, in each case calculated based on twelve 30-day months and a 360-day year.

Interest on the 2019 exchange notes will be payable semiannually in arrears on January 15 and July 15 of each year, beginning January 15, 2014, to the holders of record of such notes at the close of business on the preceding January 1 or July 1, whether or not such day is a business day. Interest on the 2023 exchange notes will be payable

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semiannually in arrears on June 15 and December 15 of each year, beginning December 15, 2013, to the holders of record of such notes at the close of business on the preceding June 1 or December 1, whether or not such day is a business day. Interest on the 2043 exchange notes will be payable semiannually in arrears on June 15 and December 15 of each year, beginning December 15, 2013, to the holders of record of such notes at the close of business on the preceding June 1 or December 1, whether or not such day is a business day.

Additional Amounts All payments made by the Issuer, the Co-obligor or any Guarantor or any successor to the Issuer, the Co-obligor or any Guarantor under or with respect to the notes or the guarantees in respect of interest and principal will be made without tax withholding or deductions, unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, we will pay to each beneficial owner such additional amounts as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting any taxes on the additional amounts) will equal the amounts which would have been received by the beneficial owner had no such withholding or deduction been required, subject to certain exceptions set forth under “Description of the Exchange Notes—Additional Amounts.”

Ranking The notes and the guarantees will be senior unsecured obligations of, respectively, the Issuer, the Co-obligor and each Guarantor, and will:

• rank equally in right of payment with all of the Issuer’s, the Co-obligor’s and each Guarantor’s existing and future senior unsecured indebtedness;

• rank senior in right of payment to all of the Issuer’s, the Co-obligor’s and each Guarantor’s future subordinated indebtedness;

• be effectively subordinated in right of payment to any existing and future

secured indebtedness of the Issuer, the Co-obligor and each Guarantor to the extent of the collateral securing such indebtedness; and

• be structurally subordinated in right of payment to indebtedness of IR plc’s

subsidiaries (other than the Issuer, the Co-obligor and the Guarantors).

Optional Redemption The Issuer may redeem the notes of any series at its option, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of 100% of the principal amount of such notes to be redeemed and a “make-whole” redemption price as described under “Description of the Exchange Notes—Optional Redemption,” in either case, plus accrued and unpaid interest to the date of redemption.

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Tax Redemption If, as a result of certain tax law changes, the Issuer would be obligated to pay additional amounts in respect of withholding taxes or certain other tax indemnification payments with respect to any series of the notes, and such obligation cannot be avoided by taking reasonable measures available to the Issuer, the Issuer may redeem the notes of such series in whole, but not in part, at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, and all additional amounts, if any, then due or becoming due on the redemption date. See “Description of the Exchange Notes—Optional Redemption.”

Change of Control Upon the occurrence of a Change of Control Triggering Event (as defined under “Description of the Exchange Notes—Change of Control”), unless the Issuer has exercised its right to redeem the notes, each holder of the notes will have the right to require the Issuer to purchase all or a portion of such holder’s notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the rights of holders of the notes on the relevant record date to receive interest due on the relevant interest payment date.

Covenants The Issuer and the Co-obligor will issue the exchange notes under the related indenture that was entered into with the Guarantors and The Bank of New York Mellon, as trustee. The indenture contains limitations on, among other things:

• IR plc and its restricted subsidiaries’ ability to incur indebtedness secured by certain liens;

• IR plc and its restricted subsidiaries’ ability to engage in certain sale and leaseback transactions; and

• the Issuer’s and each Guarantor’s ability to consolidate or merge with or into, or sell substantially all of its assets to, another person.

These covenants are subject to a number of important exceptions and qualifications. For more details, see “Description of the Exchange Notes.”

The exchange notes will also contain certain events of default.

Form and Denomination The exchange notes will be issued in fully registered book-entry form and will be represented by global notes without interest coupons. The global notes will be deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company (“DTC”) in New York, New York. Investors may elect to hold interests in the global notes through DTC and its direct or indirect participants as described under “Description of the Exchange Notes—Book-Entry Procedures.”

The exchange notes will be issued only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof

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Risk Factors

You should carefully consider all the information in this prospectus prior to exchanging your eligible notes for exchange notes. In particular, we urge you to consider carefully the factors set forth under the heading “Risk Factors.”

Public Market The exchange notes will be freely transferable but will be new securities for which there will not initially be a market. Accordingly, we cannot assure you that a liquid market for the exchange notes will develop. See “Risk Factors—Risks Related to the Exchange Offers— Your ability to transfer the notes may be limited by the absence of an active trading market, and we cannot assure you that an active trading market will develop for the exchange notes.”

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RATIO OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges was computed by dividing earnings by fixed charges for the periods indicated where earnings consists of (1) earnings from continuing operations before income taxes (excluding earnings from equity investments) plus (2) fixed charges less interest capitalized for the period plus dividend from equity method investees. Fixed charges consist of (a) interest, whether expensed or capitalized, on all indebtedness, (b) amortization of premiums, discounts and capitalized expenses related to indebtedness, and (c) an interest component representing the estimated portion of rental expense that management believes is attributable to interest.

Three Months Ended Year Ended December 31,

March 31,

2014 2013 2012 2011 2010 2009 Earnings (loss) from continuing operations before income taxes $ 105.2 $ 829.6 $ 848.1 $ 188.6 $ 620.3 $ 194.8

(Earnings) losses from equity method investees (0.1 ) (6.1 ) (1.7 ) (5.6 ) (9.7 ) (8.0 )

Sub-total 105.1 823.5 846.4 183.0 610.6 186.8 Fixed charges 68.0 329.7 308.0 342.8 336.4 358.3 Dividend from equity method investees — 10.3 53.6 11.0 12.3 11.2 Capitalized interest — (0.1 ) (0.3 ) (0.1 ) — (0.7 )

Total earnings (loss) $ 173.1 $ 1,163.4 $ 1,207.7 $ 536.7 $ 959.3 $ 555.6

Fixed charges: Interest expense* 52.0 $ 278.8 $ 252.0 $ 278.6 $ 281.4 $ 300.6 Capitalized interest — 0.1 0.3 0.1 — 0.7 Rentals (one-third of rentals) 16.0 50.8 55.7 64.1 55.0 57.0

Total fixed charges $ 68.0 $ 329.7 $ 308.0 $ 342.8 $ 336.4 $ 358.3

Ratio of earnings to fixed charges 2.5 3.5 3.9 1.6 2.9 1.6

* Includes interest expense on all third-party indebtedness, and excludes interest related to unrecognized tax benefits which is reported as income tax expense.

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RISK FACTORS

You should carefully consider the following risk factors and the risk factors identified in our 2013 Form 10-K and all other information contained in this prospectus before deciding to tender your eligible notes in the exchange offers. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we currently deem immaterial, also may become important factors that affect us.

If any of the following risks occurs, our business, financial condition or results of operations could be materially and adversely affected. In that case, the trading price of the exchange notes could decline or we may not be able to make payments of interest and principal on the exchange notes, and you may lose some or all of your investment.

Risks Related To the Exchange Offers

There may be adverse consequences if you do not exchange your eligible notes.

If you do not exchange your eligible notes for exchange notes in the applicable exchange offer, you will continue to be subject to restrictions on transfer of your eligible notes as set forth in the offering memorandum distributed in connection with the private offering of the eligible notes. In general, the eligible notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreements, we do not intend to register resales of the eligible notes under the Securities Act. You should refer to “Summary—The Exchange Offers” and “The Exchange Offers” for information about how to tender your eligible notes.

The tender of eligible notes under the applicable exchange offer will reduce the outstanding amount of the eligible notes, which may have an adverse effect upon, and increase the volatility of, the market prices of the eligible notes due to a reduction in liquidity.

Risks Related to the Exchange Notes

The Issuer’s, the Co-obligor’s and the Guarantors’ holding company structure and the fact that the exchange notes are effectively subordinated to each company’s secured debt to the extent of the value of the assets securing such debt, and effectively subordinated to all the indebtedness and other liabilities of each company’s subsidiaries, may impact your ability to receive payment on the exchange notes.

The Issuer, the Co-obligor and each Guarantor is a holding company, and a significant amount of the assets of each company is held by, and each company’s operations are conducted through, its subsidiaries. As a result, the Issuer, the Co-obligor and each Guarantor is dependent upon the earnings of its subsidiaries and the distribution to it of earnings, loans or other payments by its subsidiaries for cash flow. Accordingly, the Issuer and the Co-obligor will be dependent upon the earnings of its subsidiaries to service the exchange notes. The subsidiaries of the Issuer, the Co-obligor and each Guarantor are separate and distinct legal entities and have no obligation to pay any amounts due on the debt of the Issuer, the Co-obligor or any Guarantor or to provide any of them with funds for any payment obligations, whether by dividends, distributions, loans or other payments. In addition, any payment of dividends, distributions, loans or advances to the Issuer, the Co-obligor or any Guarantor by any respective subsidiary could be subject to statutory or contractual restrictions. Payments to the Issuer, the Co-obligor and each Guarantor by any of their respective subsidiaries will also be contingent upon such subsidiary’s earnings and business considerations.

As of March 31, 2014, the total liabilities of IR plc and its consolidated subsidiaries (including IRGHCL and IRNJ) were $10.4 billion, including trade payables. As of March 31, 2014, the total third party liabilities of IR plc and its subsidiaries (excluding IRGHCL and IRNJ) were $5.7 billion, including trade payables.

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The exchange notes will effectively be subordinated to all of IRGHCL’s and IRNJ’s existing and future secured debt to the extent of the value of the assets securing such debt, and the guarantees will effectively be subordinated to all of the Guarantors’ existing and future secured debt to the extent of the value of the assets securing such debt. As of March 31, 2014, none of the Issuer, the Co-Obligor or any Guarantor had any material secured long-term indebtedness outstanding.

The claims of creditors of any subsidiary of the Issuer, the Co-obligor or any Guarantor will be required to be paid prior to the holders of the exchange notes to the extent such creditors have a claim (if any) against such subsidiary. The right of the Issuer, the Co-obligor or any Guarantor to receive any assets of any respective subsidiary upon the foreclosure, dissolution, winding-up, liquidation, reorganization or bankruptcy proceeding of any such subsidiary, and therefore the right of the holders of the exchange notes to participate in those assets, would be effectively subordinated to the claims of such subsidiary’s creditors, including trade creditors. In addition, even if the Issuer, the Co-obligor or a Guarantor were a creditor of such subsidiary, their rights as a creditor would be effectively subordinated to any security interest in the subsidiary and any indebtedness of the subsidiary senior to that held by the Issuer, the Co-obligor or such Guarantor. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the exchange notes.

The covenants in the indenture that governs the exchange notes provide limited protection to holders of exchange notes.

The indenture governing the exchange notes contains covenants limiting IR plc and its restricted subsidiaries’ ability to create certain liens and enter into certain sale and lease-back transactions and the Issuer’s and each Guarantor’s ability to consolidate or merge with, or sell, convey or lease all or substantially all our assets to, another person. However, the covenants addressing limitations on liens and on sale and lease-back transactions do not apply directly to any of IR plc’s subsidiaries other than “restricted subsidiaries” (as defined under “Description of the Exchange Notes”) and will contain exceptions that will allow us to incur liens with respect to material assets. See “Description of the Exchange Notes—Certain Covenants.” In light of these exceptions, your exchange notes may be structurally or effectively subordinated to new lenders. The indenture does not limit the amount of additional debt that we or our subsidiaries may incur.

Upon the occurrence of a Change of Control Triggering Event, you will have the right to require us to repurchase the exchange notes as provided in the indenture governing the exchange notes. However, the Change of Control Triggering Event provisions will not afford you protection in the event of certain highly leveraged transactions that may adversely affect you. For example, any leveraged recapitalization, refinancing, restructuring or acquisition initiated by us generally will not constitute a Change of Control that would potentially lead to a Change of Control Triggering Event. As a result, we could enter into any such transaction even though the transaction could increase the total amount of our outstanding indebtedness, adversely affect our capital structure or credit rating or otherwise adversely affect the Holders. If any such transaction were to occur, the value of the exchange notes could decline.

We may not have sufficient cash to purchase the exchange notes upon a Change of Control Triggering Event.

As described under “Description of the Exchange Notes—Change of Control,” IRGHCL will be required to offer to purchase all of the exchange notes upon the occurrence of a Change of Control Triggering Event. IRGHCL may not, however, have sufficient cash at that time or have the ability to arrange necessary financing on acceptable terms to purchase the exchange notes under such circumstances. If IRGHCL were unable to purchase the exchange notes upon the occurrence of a Change of Control Triggering Event, it would result in an event of default under the indenture governing the exchange notes.

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Our existing and future indebtedness may limit cash flow available to invest in the ongoing needs of our business, which could prevent us from fulfilling our obligations under the exchange notes.

Our total indebtedness at March 31, 2014 was $ 3,526.2 million. We have the ability to incur substantial additional indebtedness in the future, including through additional debt offerings and pursuant to our existing credit agreements, under which credit agreements we had borrowing capacity of at least $2 billion as of March 31, 2014.

Our level of indebtedness and our ability to incur additional indebtedness could have important consequences to you. For example, it could:

Any failure to comply with covenants in the instruments governing our debt could result in an event of default which, if not cured or waived, would have a material adverse effect on us.

Your ability to transfer the notes may be limited by the absence of an active trading market, and we cannot assure you that an active trading market will develop for the exchange notes.

We are offering the exchange notes to the holders of the eligible notes. The eligible notes were offered and sold in a private offering in June 2013 to institutional investors and are eligible for trading by “qualified institutional buyers” as defined under Rule 144A of the Securities Act. Upon consummation of the applicable exchange offer, we expect that each series of the exchanges notes will share a single CUSIP.

We do not intend to apply for a listing of the exchange notes on any national securities exchange or to arrange for quotation of the exchange notes on any automated dealer quotation system. The initial purchasers in the private offering of the eligible notes have advised us that they intend to make a market in the exchange notes, as permitted by applicable laws and regulations; however, the initial purchasers are not obligated to do so and they may discontinue their market-making activities at any time in their sole discretion without notice. In addition, such market-making activity may be limited during the pendency of the exchange offers or the effectiveness of a shelf registration statement in lieu thereof. Therefore, we cannot assure you as to the development or liquidity of any trading market for any series of the exchange notes.

The liquidity of the market for the exchange notes will depend on a number of factors, including among other things:

If an active public trading market for the exchange notes does not develop, the market price and liquidity of the exchange notes may be adversely affected.

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• adversely impact the trading price for, or the liquidity of, the exchange notes;

• require us to dedicate a substantial portion of our cash flow from operations to the payment of debt service, reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes;

• increase our vulnerability to adverse economic or industry conditions;

• adversely affect our ability to obtain additional financing on favorable terms or at all in the future; and

• place us at a competitive disadvantage compared to businesses in our industry that have less indebtedness.

• the number of holders of the exchange notes;

• our operating performance and financial condition;

• the market for similar securities and general market conditions;

• our prospects and the prospects for companies in our industry generally;

• the interest of securities dealers in making a market in the exchange notes; and

• prevailing interest rates.

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Federal and state laws and Bermuda and Irish law allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors.

The issuance by a Guarantor of its guarantee may be subject to review under federal and state laws if a bankruptcy, liquidation or reorganization case or a lawsuit, including in circumstances in which bankruptcy is not involved, were commenced at some future date by, or on behalf of, the unpaid creditors of the Guarantor. Under the U.S. bankruptcy law and comparable provisions of state fraudulent transfer and conveyance laws, any guarantee of the exchange notes could be voided, or claims in respect of a guarantee could be subordinated to all other existing and future debts of that guarantor if, among other things, and depending upon the jurisdiction whose laws are applied, the Guarantor, at the time it incurred the indebtedness evidenced by its guarantee or, in some jurisdictions, when payments came due under such guarantee:

The measures of insolvency for the purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a Guarantor would be considered insolvent if:

We cannot be certain as to the standard that a court would use to determine whether or not the Guarantors were solvent upon issuance of their guarantees, or regardless of the actual standard applied by the court, that the issuance of a guarantee would not be voided or subordinated to the Issuer’s, the Co-obligor’s or the Guarantors’ other debt.

If a guarantee were legally challenged, it could also be subject to the claim that, since the guarantee was incurred for the benefit of IRGHCL and IRNJ, and only indirectly for the benefit of the Guarantor, the obligations of the Guarantor were incurred for less than fair consideration. A court could therefore void the obligations under the guarantee or subordinate the guarantee to the Guarantor’s other debt or take other action detrimental to you. If a court voided the guarantee, you would no longer have a claim against the Guarantor for amounts owed in respect of the guarantee. In addition, a court might direct you to repay any amounts already received from Guarantor under the guarantee. If a court were to void the guarantee, funds may not be available from other sources to pay our obligations under the exchange notes.

The guarantee of the exchange notes by IR plc may be subject to review under Irish law in the following circumstances:

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• issued the guarantee with the intent of hindering, delaying or defrauding any present or future creditor; or

• received less then reasonably equivalent value or fair consideration for the incurrence of such guarantee and (1) was insolvent or rendered insolvent by reason of such incurrence, (2) was engaged in a business or transaction for which the Guarantor’s remaining assets constituted unreasonably small capital or (3) intended to incur, or believed or reasonably should have believed that it would incur, debts beyond its ability to pay such debts as they matured.

• the sum of its existing debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

• the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become due; or

• it could not pay its debts as they become due.

• IR plc having become insolvent, or deemed likely to become insolvent, is made the subject of court protection under the

examinership procedure (reserved for companies deemed to have a reasonable prospect of survival), and the court approves a scheme for the compromise of debts of IR plc setting aside part or all of the obligations of IR plc under the guarantee;

• IR plc, having become the subject of liquidation proceedings within six months (or two years if the guarantee is given in favor of anyone who is, in relation to IR plc, a connected person) of issuing the

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The issuance of the guarantee of the notes by IRCL or IRIHL may also be subject to review under Bermuda law if:

In addition, under Bermuda law, a transaction, which could include the issuance of a guarantee, at less than fair value and made with the dominant intention of putting property beyond the reach of creditors is voidable after an action is successfully brought by an eligible creditor within a period of six years from the date of the transaction. A transaction, which could include the issuance of a guarantee, might be challenged if it involved a gift by the company or if a company received consideration of significantly less than the benefit given by such company.

IRCL and IRIHL are organized in Bermuda, IR plc is organized in Ireland, and a substantial portion of our assets are located outside the United States. As a result, you may have difficulty enforcing, or may be unable to enforce, judgments obtained in the United States.

IRCL and IRIHL are organized under the laws of Bermuda, IR plc is organized under the laws of Ireland, and a substantial portion of our respective assets are located outside the United States. As a result, it may not be possible to enforce court judgments obtained in the United States against us or our directors or officers (whether based on the civil liability provisions of U.S. federal or state securities laws, New York law as the governing law of the notes, indenture and guarantees or otherwise) in Bermuda, Ireland or in countries other than the United States where we have assets. We have been advised by our legal advisors in each of Bermuda and Ireland, respectively, that the United States does not currently have a treaty providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters with either Bermuda or Ireland. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States, whether based on U.S. federal or state securities laws or otherwise, would not automatically be enforceable (and may not be enforceable at all) in Bermuda or Ireland. Furthermore, you will not be able to bring a lawsuit or otherwise seek any remedies under the laws of the United States or any states therein (“U.S. Law”), including remedies available under the U.S. federal securities laws, in courts of Bermuda or Ireland (otherwise than in relation to agreements governed by U.S. Law where Irish or Bermuda courts have accepted jurisdiction to hear the matter). See “Service of Process and Enforcement of Liabilities” for further information.

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guarantee, is made the subject of an application by the liquidator, on behalf of IR plc, to the Irish courts to void the guarantee on the grounds that the issuance of the guarantee constituted a preference over other creditors at a time when IR plc was insolvent;

• if IR plc were wound up, the Irish courts, on the application of a liquidator or creditor, may, if it can be shown that the guarantee or any payments made thereunder constituted a fraud on IR plc, order a return of payments made by IR plc under the guarantee; or

• if the guarantee is challenged on the grounds that there was no corporate benefit to IR plc in entering into the guarantee.

• a liquidator, on behalf of such Guarantor, were to apply to the Bermuda courts to void the guarantee on the grounds that the issuance

of the guarantee constituted a fraudulent preference;

• at the time of, or immediately after, the issuance of the guarantee, such Guarantor was insolvent; and

• such Guarantor entered into formal insolvency proceedings within six months of the issuance of the guarantee.

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the exchange notes pursuant to any exchange offer. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of eligible notes, the terms of which are identical in all material respects to the exchange notes. The eligible notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the exchange notes will not result in any change in our capitalization.

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THE EXCHANGE OFFERS

Purpose and Effect of the Exchange Offers

IRGHCL and the guarantors of the eligible notes have entered into registration rights agreements with the initial purchasers of the eligible notes in which they agreed, under certain circumstances, to use their commercially reasonable best efforts to file a registration statement relating to offers to exchange the eligible notes for exchange notes and thereafter cause the registration statement to become effective under the Securities Act no later than 365 days following the closing date of the issuance of the eligible notes, and to complete the exchange offers within 30 business days after the effectiveness of the registration statement. The exchange notes will have terms identical in all material respects to the eligible notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to observe certain obligations in the applicable registration rights agreement. The eligible notes were issued on June 20, 2013.

Under the circumstances set forth below, IRGHCL and the guarantors will use their commercially reasonable efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the eligible notes within the time periods specified in the registration rights agreements and keep the statement continuously effective for a period of two years after the effective date of the shelf registration statement. These circumstances include:

Under the registration rights agreements, if the Issuer fails to complete the exchange offers (other than in the event we file a shelf registration statement) on or prior to 30 business days after the effectiveness of the registration statement or the shelf registration statement, if required thereby, is not declared effective on or prior to 90 days after the filing of such shelf registration statement (the “target registration date”), the interest rate on the eligible notes will be increased by (x) 0.25% per annum for the first 90-day period immediately following the target registration date and (y) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case, until the applicable exchange offer is completed or the shelf registration statement, if required, is declared effective by the SEC or the eligible notes cease to constitute transfer restricted notes, up to a maximum of 1.00% per annum of additional interest.

If you wish to exchange your eligible notes for exchange notes in the applicable exchange offer, you will be required to make the following written representations:

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• if any changes in law or in applicable interpretations thereof by the SEC do not permit us to effect an exchange offer as contemplated

by the related registration rights agreement;

• if the registration statement relating to an exchange offer is not declared effective within 365 days after the date of issuance of the eligible notes or such exchange offer is not consummated within 30 business days after such effective time;

• if any initial purchaser so requests with respect to the eligible notes not eligible to be exchanged for the exchange notes and held by it following the consummation of an exchange offer;

• if any holder is not eligible to participate in an exchange offer;

• if any holder that participates in an exchange offer does not receive freely transferable exchange notes in exchange for tendered eligible notes; or

• if the Issuer so elects to file a shelf registration statement with respect to the resale of the eligible notes.


• have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act;

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Each broker-dealer that receives exchange notes for its own account in exchange for eligible notes, where such eligible notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. Please see “Plan of Distribution.”

Resale of Exchange Notes

Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offers without complying with the registration and prospectus delivery provisions of the Securities Act, if:

If you are our affiliate or an affiliate of any guarantor, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or are not acquiring the exchange notes in the ordinary course of your business:

This prospectus may be used for an offer to resell, resale or other transfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the eligible notes as a result of market-making activities or other trading activities may participate in the exchange offers. Each broker-dealer that receives exchange notes for its own account in exchange for eligible notes, where such eligible notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read “Plan of Distribution” for more details regarding the transfer of exchange notes.

Terms of the Exchange Offers

On the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, IRGHCL will accept for exchange in the exchange offers any eligible notes that are validly tendered and not validly withdrawn prior to the expiration date. Eligible notes may only be tendered in a minimum denomination of $2,000 and integral multiples of $1,000 in excess of $2,000. IRGHCL and IRNJ will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of eligible notes surrendered in the exchange offers.

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• you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and

• you are not our affiliate or an affiliate of any guarantor within the meaning of Rule 405 of the Securities Act.


• you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

• you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and

• you are not our affiliate or an affiliate of any guarantor within the meaning of Rule 405 under the Securities Act.

• You cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon

Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, (available July 2, 1993), or similar no-action letters; and

• in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

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The form and terms of the exchange notes will be identical in all material respects to the form and terms of the eligible notes except the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional interest upon our failure to fulfill our obligations under the registration rights agreements to complete the exchange offers, or file, and cause to be effective, a shelf registration statement, if required thereby, within the specified time period. The exchange notes will evidence the same debt as the eligible notes. The exchange notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the related series of the eligible notes. For a description of the indenture, see “Description of the Exchange Notes.”

No exchange offer is conditioned upon any minimum aggregate principal amount of eligible notes being tendered for exchange.

As of the date of this prospectus, $350 million aggregate principal amount of the 2.875% Senior Notes due 2019, $700 million aggregate principal amount of the 4.250% Senior Notes due 2023 and $500 million aggregate principal amount of the 5.750% Senior Notes due 2043 are outstanding. This prospectus and the letter of transmittal are being sent to all registered holders of eligible notes. There will be no fixed record date for determining registered holders of eligible notes entitled to participate in the applicable exchange offer. IRGHCL intends to conduct each exchange offer in accordance with the provisions of the related registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC. Eligible notes that are not tendered for exchange in the applicable exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the related indenture relating to such holders’ series of eligible notes and the related registration rights agreement except we will not have any further obligation to you to provide for the registration of the eligible notes under the registration rights agreements.

IRGHCL will be deemed to have accepted for exchange properly tendered eligible notes when it has given written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to holders. Subject to the terms of the registration rights agreement, IRGHCL expressly reserves the right to amend or terminate any exchange offer and to refuse to accept the occurrence of any of the conditions specified below under “—Conditions to the Exchange Offers.”

If you tender your eligible notes in the applicable exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of eligible notes. We will pay all charges and expenses, other than certain applicable taxes described below in connection with the exchange offers. It is important that you read “—Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offers.

Expiration Date; Extensions, Amendments

As used in this prospectus, the term “expiration date” means the end of the day, 12:00 a.m. midnight, New York City time, on , 2014. However, if we, in our sole discretion, extend the period of time for which an exchange offer is open, the term “expiration date” will mean the latest time and date to which we shall have extended the expiration of such exchange offer.

To extend the period of time during which an exchange offer is open, we will notify the exchange agent of any extension by written notice, followed by notification by press release or other public announcement to the registered holders of the eligible notes no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

IRGHCL reserves the right, in its sole discretion:

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• to delay accepting for exchange any eligible notes (if we amend or extend an exchange offer);

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Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by written notice to the registered holders of the eligible notes. If IRGHCL amends an exchange offer in a manner that we determine to constitute a material change, it will promptly disclose the amendment in a manner reasonably calculated to inform the holders of the applicable series of eligible notes of that amendment.

Conditions to the Exchange Offers

Despite any other term of the exchange offers, IRGHCL will not be required to accept for exchange, or to issue exchange notes in exchange for, any eligible notes and it may terminate or amend any exchange offer as provided in this prospectus prior to the expiration date if in its reasonable judgment:

In addition, IRGHCL will not be obligated to accept for exchange the eligible notes of any holder that has not made to us:

IRGHCL expressly reserves the right at any time or at various times to extend the period of time during which an exchange offer is open. Consequently, IRGHCL may delay acceptance of any eligible notes by giving written notice of such extension to their holders. IRGHCL will return any eligible notes that it does not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the applicable exchange offer.

IRGHCL expressly reserves the right to amend or terminate any exchange offer and to reject for exchange any eligible notes not previously accepted for exchange, upon the occurrence of any of the conditions of such exchange offer specified above. IRGHCL will give written notice of any extension, amendment, non-acceptance or termination to the holders of the eligible notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m. New York City time, on the next business day after the previously scheduled expiration date.

These conditions are for our sole benefit and IRGHCL may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times prior to the expiration date in our sole discretion. If IRGHCL fails at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that it may assert at any time or at various times prior to the expiration date.

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• to extend any exchange offer or to terminate any exchange offer if any of the conditions set forth below under “—Conditions to the Exchange Offers” have not been satisfied, by giving written notice of such delay, extension or termination to the exchange agent; and

• subject to the terms of the related registration rights agreement, to amend the terms of any exchange offer in any manner.

• an exchange offer or the making of any exchange by a holder violates any applicable law or interpretation of the SEC; or

• any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to an exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with such exchange offer.

• the representations described under “—Purpose and Effect of the Exchange Offers,” “—Procedures for Tendering Eligible Notes” and “Plan of Distribution;” or

• any other representations as may be reasonably necessary under applicable SEC rules, regulations, or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

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In addition, IRGHCL will not accept for exchange any eligible notes tendered, and will not issue exchange notes in exchange for any such eligible notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the relevant indenture under the Trust Indenture Act of 1939 (the “TIA”).

Procedures for Tendering Eligible Notes

To tender your eligible notes in the applicable exchange offer, you must comply with either of the following:

In addition, either:

Your tender, if not withdrawn prior to the expiration date, constitutes an agreement between us and you upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

The method of delivery of eligible notes, letters of transmittal, and all other required documents to the exchange agent is at your election and risk. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. You should not send letters of transmittal or certificates representing eligible notes to us. You may request that your broker, dealer, commercial bank, trust company or nominee effect the above transactions for you.

If you are a beneficial owner whose eligible notes are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and you wish to tender your eligible notes, you should promptly contact the registered holder and instruct the registered holder to tender on your behalf. If you wish to tender the eligible notes yourself, you must, prior to completing and executing the letter of transmittal and delivering your eligible notes, either:

The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

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• complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature(s) on the letter of

transmittal guaranteed if required by the letter of transmittal and mail or deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth below under “—Exchange Agent” prior to the expiration date; or

• comply with The Depository Trust Company’s (“DTC”) Automated Tender Offer Program procedures described below.

• the exchange agent must receive certificates for eligible notes along with the letter of transmittal prior to the expiration date;

• the exchange agent must receive a timely confirmation of book-entry transfer of eligible notes into the exchange agent’s account at

DTC according to the procedures for book-entry transfer described below or a properly transmitted agent’s message prior to the expiration date; or

• you must comply with the guaranteed delivery procedures described below.

• make appropriate arrangements to register ownership of the eligible notes in your name; or

• obtain a properly completed bond power from the registered holder of eligible notes.

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Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17A(d)-15 under the Exchange Act unless the eligible notes surrendered for exchange are tendered:

If the letter of transmittal is signed by a person other than the registered holder of any eligible notes listed on the eligible notes, such eligible notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the eligible notes and an eligible guarantor institution must guarantee the signature on the bond power.

If the letter of transmittal or any certificates representing eligible notes, or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange by causing DTC to transfer the eligible notes to the exchange agent in accordance with DTC’s Automated Tender Offer Program procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that:

DTC is referred to herein as a “book-entry transfer facility.”

Acceptance of Exchange Notes

In all cases, IRGHCL and IRNJ will promptly issue exchange notes for eligible notes that IRGHCL has accepted for exchange under the applicable exchange offer only after the exchange agent timely receives:

By tendering eligible notes pursuant to the applicable exchange offer, you will represent to us that, among other things:

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• by a registered holder of the eligible notes who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an eligible guarantor institution.

• DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering eligible notes that are the subject of the book-entry confirmation;

• the participant has received and agrees to be bound by the terms of the letter of transmittal, or in the case of an agent’s message relating to guaranteed delivery, that such participant has received and agrees to be bound by the notice of guaranteed delivery; and

• we may enforce that agreement against such participant.

• eligible notes or a timely book-entry confirmation of such eligible notes into the exchange agent’s account at the book-entry transfer facility; and

• a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

• you are not our affiliate or an affiliate of any guarantor within the meaning of Rule 405 under the Securities Act;

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In addition, each broker-dealer that is to receive exchange notes for its own account in exchange for eligible notes must represent that such eligible notes were acquired by that broker-dealer as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution.”

IRGHCL will interpret the terms and conditions of the exchange offers, including the letters of transmittal and the instructions to the letters of transmittal, and will resolve all questions as to the validity, form, eligibility, including time of receipt, and acceptance of eligible notes tendered for exchange. Our determinations in this regard will be final and binding on all parties. IRGHCL reserves the absolute right to reject any and all tenders of any particular eligible notes not properly tendered or to not accept any particular eligible notes if the acceptance might, in its or its counsel’s judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities as to any particular eligible notes prior to the expiration date.

Unless waived, any defects or irregularities in connection with tenders of eligible notes for exchange must be cured within such reasonable period of time as we determine. Neither IRGHCL, the exchange agent, nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of eligible notes for exchange, nor will any of them incur any liability for any failure to give notification. Any eligible notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly after the expiration date.

Book-Entry Delivery Procedures

Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the eligible notes at DTC and, as book-entry transfer facility, for purposes of the exchange offers. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the eligible notes by causing the book-entry transfer facility to transfer those eligible notes into the exchange agent’s account at the facility in accordance with the facility’s procedures for such transfer. To be timely, book-entry delivery of eligible notes requires receipt of a confirmation of a book-entry transfer, a “book-entry confirmation,” prior to the expiration date. In addition, although delivery of eligible notes may be effected through book-entry transfer into the exchange agent’s account at the book-entry transfer facility, the letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees and any other required documents, or an “agent’s message,” as defined below, in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the exchange agent at its address set forth on the cover page of the letter of transmittal prior to the expiration date to receive exchange notes for tendered eligible notes, or the guaranteed delivery procedure described below must be complied with. Tender will not be deemed made until such documents are received by the exchange agent. Delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent.

Holders of eligible notes who are unable to deliver confirmation of the book-entry tender of their eligible notes into the exchange agent’s account at the book-entry transfer facility or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their eligible notes according to the guaranteed delivery procedures described below.

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• if you are not a broker-dealer, you are not engaged in, and do not intend to engage in, a distribution of the exchange notes;

• you do not have an arrangement or understanding with any person or entity to participate in a distribution of the exchange notes; and

• you are acquiring the exchange notes in the ordinary course of your business.

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Guaranteed Delivery Procedures

If you wish to tender your eligible notes but your eligible notes are not immediately available or you cannot deliver your eligible notes, the letter of transmittal or any other required documents to the exchange agent or comply with the procedures under DTC’s Automatic Tender Offer Program in the case of eligible notes, prior to the expiration date, you may still tender if:

Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your eligible notes according to the guaranteed delivery procedures.

Withdrawal Rights

Except as otherwise provided in this prospectus, you may withdraw your tender of eligible notes at any time prior to the close of business, New York City time, on the last business day on which the applicable exchange offer remains open.

For a withdrawal to be effective:

Any notice of withdrawal must:

If certificates for eligible notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, you must also submit:

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• the tender is made through an eligible guarantor institution;

• prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail, or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery, that (1) sets forth your name and address, the certificate number(s) of such eligible notes and the principal amount of eligible notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the eligible notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and

• the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered eligible notes in proper form for transfer or a book-entry confirmation of transfer of the eligible notes into the exchange agent’s account at DTC all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.

• the exchange agent must receive a written notice, which may be by telegram, telex, facsimile or letter, of withdrawal at its address set forth below under “—Exchange Agent;” or

• you must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system.

• specify the name of the person who tendered the eligible notes to be withdrawn;

• identify the eligible notes to be withdrawn, including the certificate numbers and principal amount of the eligible notes; and

• where certificates for eligible notes have been transmitted, specify the name in which such eligible notes were registered, if different

from that of the withdrawing holder.

• the serial numbers of the particular certificates to be withdrawn; and

• a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible guarantor institution.

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If eligible notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn eligible notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form, and eligibility, including time of receipt of notices of withdrawal and our determination will be final and binding on all parties. Any eligible notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the applicable exchange offer. Any eligible notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the eligible notes will be credited to an account at the book-entry transfer facility, promptly after withdrawal, rejection of tender or termination of the applicable exchange offer. Properly withdrawn eligible notes may be retendered by following the procedures described under “—Procedures for Tendering Eligible Notes” above at any time on or prior to the expiration date.

Exchange Agent

The Bank of New York Mellon has been appointed as the exchange agent for the exchange offers. The Bank of New York Mellon also acts as trustee under the indenture governing the eligible notes. You should direct all executed letters of transmittal and all questions and requests for assistance, requests for additional copies of this prospectus or of the letters of transmittal, and requests for notices of guaranteed delivery to the exchange agent addressed as follows:

If you deliver the letter of transmittal to an address other than the one set forth above or transmit instructions via facsimile other than the one set forth above, that delivery or those instructions will not be effective.

Fees and Expenses

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail. We may make additional solicitation by facsimile, telephone or in person by our officers and regular employees and our affiliates.

We have not retained any dealer-manager in connection with the exchange offers and will not make any payment to broker-dealers or others for soliciting acceptances of the exchange offers. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related, reasonable out-of-pocket expenses.

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By Registered or Certified Mail: By Regular Mail:

By Overnight Courier or Hand Delivery:

The Bank of New York Mellon c/o The Bank of New York Mellon Corporation

The Bank of New York Mellon c/o The Bank of New York Mellon Corporation

The Bank of New York Mellon c/o The Bank of New York Mellon

Corporation Corporate Trust Operations Corporate Trust Operations Corporate Trust Operations

Reorganization Unit Reorganization Unit Reorganization Unit 111 Sanders Creek Parkway 111 Sanders Creek Parkway 111 Sanders Creek Parkway East Syracuse, NY 13057 East Syracuse, NY 13057 East Syracuse, NY 13057

Attention: Christopher Landers Attention: Christopher Landers Attention: Christopher Landers

By Facsimile Transmission: (eligible institutions only):

(732) 667-9408

Telephone Inquiries:

(315) 414-3362

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We will pay the cash expenses to be incurred in connection with the exchange offers, which are estimated in the aggregate to be approximately $325,000. They include:

Accounting Treatment

We will record the exchange notes in our accounting records at the same carrying value as the eligible notes, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offers. We will record the expenses of the exchange offers as incurred.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of eligible notes under the exchange offers. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

Holders who tender their eligible notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that eligible notes not tendered or not accepted in the applicable exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of Failure to Exchange

If you do not exchange your eligible notes for exchange notes under the applicable exchange offer, your eligible notes will remain subject to the restrictions on transfer of such eligible notes:

In general, you may not offer or sell your eligible notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the eligible notes under the Securities Act.

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• SEC registration fees;

• fees and expenses of the exchange agent and trustee;

• accounting and legal fees and printing costs; and

• related fees and expenses.

• certificates representing eligible notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of eligible notes tendered;

• tendered eligible notes are registered in the name of any person other than the person signing the letter of transmittal; or

• a transfer tax is imposed for any reason other than the exchange of eligible notes under the exchange offers.

• as set forth in the legend printed on the eligible notes as a consequence of the issuance of the eligible notes pursuant to the

exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

• as otherwise set forth in the prospectus distributed in connection with the private offering of the eligible notes.

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Other

Participating in the exchange offers is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered eligible notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any eligible notes that are not tendered in the exchange offers or to file a registration statement to permit resales of any untendered eligible notes.

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DESCRIPTION OF THE EXCHANGE NOTES

The Issuer expects to issue up to $350,000,000 aggregate principal amount of its 2.875% Senior Notes due 2019 (the “2019 exchange notes”), $700,000,000 aggregate principal amount of its 4.250% Senior Notes due 2023 (the “2023 exchange notes”) and $500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2043 (the “2043 exchange notes” and, together with the 2019 exchange notes and the 2023 exchange notes, the “exchange notes”), each under the applicable supplemental indenture to an Indenture, dated as of June 20, 2013, among IRGHCL, as Issuer, IR plc, IRCL and IRIHL, as guarantors, and The Bank of New York Mellon, as trustee (such Indenture, as so supplemented and as further supplemented by the supplemental indenture dated as of November 20, 2013, among IRGHCL, IRNJ, as Co-obligor, and the guarantors, the “Indenture”), in exchange for up to $350,000,000 aggregate principal amount of its currently outstanding 2.875% Senior Notes due 2019, $700,000,000 aggregate principal amount of its currently outstanding 4.250% Senior Notes due 2023 and $500,000,000 aggregate principal amount of its currently outstanding 5.750% Senior Notes due 2043, each issued pursuant to the Indenture on June 20, 2013 (collectively, the “outstanding notes”). Both the exchange notes and the outstanding notes are generally referred to herein as the “notes.” The outstanding notes were issued in a private transaction that was not subject to the registration requirements of the Securities Act.

The statements under this caption relating to the notes and the indenture, including any supplemental indentures, are brief summaries only, are not complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the indenture and the notes, forms of which are available from us. In addition, the following description is qualified in all respects by reference to the actual text of the indenture and the form of the notes. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act.

As used in this Description of the Exchange Notes, “IR Parent” means IR plc until another person has succeeded to it pursuant to the applicable provisions of the indenture, and thereafter “IR Parent” means such successor person.

Capitalized terms used herein but not defined have the meanings set forth in the accompanying prospectus or the indenture.

General

The notes constitute separate series of securities under the indenture. IRGHCL may, at any time, without the consent of the holders of the notes, issue additional notes of any series having the same ranking and the same interest rate, maturity and other terms as the notes of such series. Any additional notes of any series having such similar terms, together with the outstanding notes of such series, may constitute a single series of notes under the indenture; provided, however, if the additional notes are not fungible with the notes of such series for U.S. federal income tax purposes, such additional notes will have a different CUSIP number.

The exchange notes will be issued only in fully registered form, without coupons, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The 2019 exchange notes will mature on January 15, 2019, the 2023 exchange notes will mature on June 15, 2023 and the 2043 exchange notes will mature on June 15, 2043, in each case unless earlier redeemed by IRGHCL. Upon surrender, the notes will be repaid at 100% of the principal amount thereof.

All payments of interest and principal will be payable in United States dollars. The exchange notes will be issued only in book-entry form through the facilities of The Depository Trust Company, except in certain circumstances described in “Book Entry Delivery Procedures.”

Principal, interest and any premium on the notes will be paid at the place or places that IRGHCL will designate for such purposes. However, IRGHCL, at its option, may make interest payments by check mailed or

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funds transferred to persons in whose names the debt securities are registered. Payment of interest on a note which is payable and is punctually paid or duly provided for on any interest payment date will be made to the person in whose name that note is registered at the close of business on the regular record date for that interest payment. IRGHCL will pay the principal of (and premium, if any, on) registered notes only against surrender of those notes.

In any case where any interest payment date, redemption date or stated maturity of the notes shall not be a business day at any place of payment, then (notwithstanding any other provision of the indenture or of the notes or the guarantees) payment of principal (and premium, if any) or interest, if any, need not be made at such place of payment on such date, but may be made on the next succeeding business day at such place of payment with the same force and effect as if made on the interest payment date or redemption date, or at the stated maturity, provided that no interest shall accrue for the period from and after such interest payment date, redemption date or stated maturity, as the case may be.

The indenture provides that each holder of notes consents to IRGHCL or any Guarantor applying to a court of competent jurisdiction for an order sanctioning, approving, consenting to or confirming a reduction in any of its share capital accounts including, without limitation, by re-characterizing any sum standing to the credit of a share premium account as a distributable reserve. The indenture provides that each holder agrees that the trustee, on behalf of the holder, is authorized and directed to give its consent to any such reduction.

Interest Payments

The notes began bearing interest from and including June 20, 2013. The 2019 exchange notes will bear interest at 2.875% per year, the 2023 exchange notes will bear interest at 4.250% per year and the 2043 exchange notes will bear interest at 5.750% per year, in each case calculated based on twelve 30-day months and a 360-day year. Interest on the 2019 exchange notes will be payable semiannually in arrears on January 15 and July 15 of each year, beginning January 15, 2014, to the holders of record of such notes at the close of business on the preceding January 1 or July 1, whether or not such day is a business day. Interest on the 2023 exchange notes will be payable semiannually in arrears on June 15 and December 15 of each year, beginning December 15, 2013, to the holders of record of such notes at the close of business on the preceding June 1 or December 1, whether or not such day is a business day. Interest on the 2043 exchange notes will be payable semiannually in arrears on June 15 and December 15 of each year, beginning December 15, 2013, to the holders of record of such notes at the close of business on the preceding June 1 or December 1, whether or not such day is a business day.

Co-obligation

IRNJ, a wholly-owned subsidiary of IRGHCL, pursuant to the terms of the supplemental indenture, dated as of November 20, 2013, among IRGHCL, IRNJ, the guarantors and the Trustee, is a co-obligor of the notes and will assume, jointly and severally with IRGHCL, the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on the exchange notes, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed by IRGHCL.

Ranking

The notes will be unsecured, unsubordinated obligations of each of IRGHCL and IRNJ and will rank equally in right of payment with all existing and future unsecured and unsubordinated indebtedness of IRGHCL and IRNJ, as applicable. Because the notes will not be secured, they will be effectively subordinated to any existing and future secured indebtedness of IRGHCL and IRNJ to the extent of the value of the collateral securing that indebtedness. The notes will also be subordinated to the liabilities of the subsidiaries of IRGHCL and IRNJ.

Guarantee

Payment of the principal of (and premium, if any, on) and interest on the notes, and all other amounts due under the indenture, will be fully and unconditionally guaranteed on an unsecured, unsubordinated basis by the

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Guarantors. The guarantees of the notes will rank equally in right of payment with all existing and future unsecured and unsubordinated indebtedness of the Guarantors. Because the guarantees will not be secured, they will be effectively subordinated to any existing and future secured indebtedness of the Guarantors to the extent of the value of the collateral securing that indebtedness. The guarantees will also be subordinated to the liabilities of the subsidiaries of the Guarantors that do not guarantee the notes.

The obligations of each Guarantor under its guarantee will be limited as necessary to prevent such guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

Additional Amounts

All payments made by IRGHCL, IRNJ, a guarantor or a successor to any of them (each a “Payor”) on the notes in respect of interest or principal will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of:

will at any time be required from any payments made with respect to the notes in respect of interest or principal, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each beneficial owner of the notes or the guarantee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:

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(1) any jurisdiction from or through which payment on the notes or the applicable guarantee is made in respect of interest or principal, or any political subdivision or governmental authority thereof or therein having the power to tax; or

(2) any other jurisdiction in which a Payor is organized or otherwise considered to be a resident for tax purposes, or any political

subdivision or governmental authority thereof or therein having the power to tax (each of clauses (1) and (2), a “Relevant Taxing Jurisdiction” ),

(1) any Taxes that would not have been so imposed but for the existence of any present or former connection between the beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member, shareholder or other holder of equity interests of, or possessor of power over, the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust, partnership, limited liability company, corporation or other entity) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such note or enforcement of rights thereunder or under the guarantee or the receipt of payments in respect thereof;

(2) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of nonresidence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified (in accordance with the procedures set forth in the indenture) by the Payor or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made);

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Such Additional Amounts will also not be payable where, had the beneficial owner of the note been the holder of the note, it would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (8) inclusive above.

The Payor will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to each holder. The Payor will attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the notes. Copies of such documentation will be available for inspection during ordinary business hours at the office of the trustee by the holders of the notes upon request and will be made available at the offices of the Paying Agent.

At least 30 days prior to each date on which any payment under or with respect to the notes or the guarantee is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Payor will be obligated to pay Additional Amounts with respect to such payment, the Payor will deliver to the trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the trustee to pay such Additional Amounts to holders on the payment date. Each such officer’s certificate shall be relied upon until receipt of a further officers’ certificate addressing such matters.

The indenture further provides that, if the Payor conducts business in any jurisdiction (an “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, as a result, is required by the law of such Additional Taxing Jurisdiction to deduct or withhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the notes or the guarantee, as the case may be, which would not have been required to be so deducted or withheld but for such conduct of business in such Additional Taxing Jurisdiction, the Additional Amounts provision described above shall be considered to apply to such holders or

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(3) any note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available

for payment to the beneficial owner (except to the extent that the beneficial owner would have been entitled to Additional Amounts had the note been presented during such 30 day period);

(4) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest, on the notes or under the guarantee;

(5) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

(6) any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to European Council

Directive 2003/48/ EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive;

(7) any Taxes which could have been avoided by the presentation (where presentation is required) of the relevant note to another Paying Agent in a member state of the European Union; or

(8) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or (without prejudice to any of the foregoing) any law implementing an intergovernmental approach thereto.

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beneficial owners as if references in such provision to “Taxes” included taxes imposed by way of deduction or withholding by any such Additional Taxing Jurisdiction (or any political subdivision thereof or taxing authority therein).

Wherever in the indenture, the notes, the guarantee or this description of the notes there are mentioned, in any context:

such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The Payor will pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of any notes or any other document or instrument referred to therein (other than a transfer of the notes), or the receipt of any payments with respect to the notes or the guarantee, excluding any such taxes, charges or similar levies imposed by any jurisdiction other than the jurisdiction in which a Paying Agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the notes, the guarantee or any other such document or instrument following the occurrence of any Event of Default with respect to the notes.

The foregoing obligations will survive any termination, defeasance or discharge of the indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor is organized or any political subdivision or taxing authority or agency thereof or therein.

Any Taxes withheld from interest payments on the notes, as well as any Additional Amounts paid in respect of such Taxes, will be treated as interest for United States federal income tax purposes.

Optional Redemption of the Notes

IRGHCL may, at its option, redeem the notes of any series in whole or in part at any time and from time to time at a redemption price equal to the greater of:

In the case of any redemptions, IRGHCL will pay accrued and unpaid interest on the principal amount being redeemed to, but not including, the date of redemption. The redemption price will be calculated assuming a 360-day year consisting of twelve 30-day months.

IRGHCL will send by electronic delivery or mail otherwise in accordance with the procedures of DTC notice of any redemption at least 30 days but not more than 60 days before the redemption date to each holder of the notes to be redeemed.

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(1) the payment of principal,

(2) purchase prices in connection with a purchase of notes,

(3) interest, or

(4) any other amount payable on or with respect to the notes or the guarantee,

• 100% of the principal amount of the notes to be redeemed, or

• as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (not including any portion of payments of interest accrued as of the redemption date) from the redemption date to the maturity date discounted to the redemption date on a semi-annual basis at a discount rate equal to the Adjusted Treasury Rate plus 30 basis points in the case of the 2019 notes, 35 basis points in the case of the 2023 notes and 40 basis points in the case of the 2043 notes.

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Unless IRGHCL defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions of the notes called for redemption.

“Adjusted Treasury Rate” means, with respect to any redemption date, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the notes to be redeemed that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes.

“Comparable Treasury Price” means, with respect to any redemption date:

“Quotation Agent” means J.P. Morgan Securities LLC.

“Reference Treasury Dealer” means (i) each of Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and their respective successors, unless any of them ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), in which case IRGHCL shall substitute another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealers selected by the Quotation Agent.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that redemption date.

The notes will also be subject to redemption as a whole, but not in part, at the option of IRGHCL at any time, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, and all Additional Amounts, if any, then due or becoming due on the redemption date, in the event (i) IRGHCL is, has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the notes, any Additional Amounts or indemnification payments (other than in respect of documentary taxes) as a result of a change or amendment in the laws or treaties (including any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction or any change or amendment in the application, administration or interpretation of such laws, treaties, regulations or rulings (including pursuant to a holding, judgment or order by a court of competent jurisdiction), which change or amendment is announced or becomes effective after the closing date (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a later date, after such later date) and (ii) IRGHCL has determined, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to IRGHCL. See “—Additional Amounts.”

Notwithstanding the foregoing, no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which IRGHCL would, but for such redemption, be obligated to make such payment or withholding or later than 90 days after IRGHCL first becomes obligated to make such payment or withholding. Prior to the delivery or mailing of any notice of redemption of the notes pursuant to the preceding paragraph,

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• the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of the

Reference Treasury Dealer Quotations, or

• if the Quotation Agent obtains fewer than four Reference Treasury Dealer Quotations, the average of the Reference Treasury Dealer Quotations so received.

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IRGHCL will deliver to the trustee (1) a certificate signed by a duly authorized officer stating that IRGHCL is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to the right of IRGHCL to so redeem have occurred and (2) an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in clause (i) of the preceding paragraph exist. The trustee shall accept such certificate and such opinion as sufficient evidence of the satisfaction of the conditions precedent above, which acceptance shall then be conclusive and binding on the holders of notes.

Change of Control

Upon the occurrence of a Change of Control Triggering Event, unless IRGHCL has exercised its right to redeem the related notes as described under “—Optional Redemption of the Notes,” the indenture provides that each holder of the notes will have the right to require IRGHCL to purchase all or a portion of such holder’s notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the rights of holders of the notes on the relevant record date to receive interest due on the relevant interest payment date.

Within 30 days following the date upon which the Change of Control Triggering Event occurred, or at IRGHCL’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, IRGHCL will be required to send, by electronic delivery or first class mail or otherwise in accordance with the procedures of DTC, a notice to each holder of the notes, with a copy to the trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is delivered or mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if delivered or mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.

Holders of notes electing to have notes purchased pursuant to a Change of Control Offer will be required to surrender their notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the note completed, to the paying agent at the address specified in the notice, or transfer their notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the paying agent, prior to the close of business on the third business day prior to the Change of Control Payment Date.

On the Change of Control Payment Date, IRGHCL will, to the extent lawful:

The paying agent will promptly mail or transfer to each holder of notes properly tendered the purchase price for the notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new note equal in principal amount to any unpurchased portion of any notes surrendered; provided that each new note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof.

IRGHCL will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by IRGHCL and such third party purchases all notes properly tendered and not withdrawn under its offer.

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(1) accept for payment all notes (or portions of notes) properly tendered pursuant to the Change of Control Offer; provided that the unpurchased portion of any note must be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof;

(2) deposit with the paying agent an amount equal to the aggregate payment in respect of all notes (or portions of notes) properly tendered pursuant to the Change of Control Offer; and

(3) deliver or cause to be delivered to the trustee the notes properly accepted for purchase, together with an officer’s certificate stating the aggregate principal amount of notes (or portions of notes) being purchased.

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We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the purchase of the notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the notes, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Offer provisions of the notes by virtue of such conflict.

For purposes of the Change of Control Offer provisions of the notes, the following terms will be applicable:

“Below Investment Grade Rating Event” means, with respect to the notes of any series, the notes of such series cease to be rated Investment Grade by at least two of the three Rating Agencies on any date during the period (the “Trigger Period”) commencing 60 days prior to the first public announcement by IR Parent of any Change of Control (or pending Change of Control) and ending 60 days following the consummation of such Change of Control (which Trigger Period will be extended if the rating of the notes of such series is under publicly announced consideration for possible downgrade by any Rating Agency on such 60th day, such extension to last with respect to each Rating Agency until the date on which such Rating Agency considering such possible downgrade either (x) rates the notes of such series below Investment Grade or (y) publicly announces that it is no longer considering the notes of such series for possible downgrade; provided, that no such extension will occur if on such 60th day the notes of such series are rated Investment Grade not subject to review for possible downgrade by any Rating Agency).

“Change of Control” means the occurrence of any one of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of IR Parent and its subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) and Section 14(d) of the Exchange Act) other than to IR Parent or one of its subsidiaries;

(2) the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d) and Section 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of IR Parent, or other Voting Stock into which the Voting Stock of IR Parent is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares;

(3) the first day on which the majority of the members of the board of directors of IR Parent cease to be Continuing Directors;

(4) IR Parent consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, IR Parent, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of IR Parent or such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of IR Parent outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person immediately after giving effect to such transaction;

(5) the adoption of a plan relating to the liquidation or dissolution of IR Parent; or

(6) the failure of IR Parent to own, directly or indirectly, at least 51% of the Voting Stock of IRGHCL.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control under clause (2) above if (i) IR Parent becomes a direct or indirect wholly-owned subsidiary of a holding company and (ii) the shares of the Voting Stock of IR Parent outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of such holding company immediately after giving effect to such transaction.

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“Change of Control Triggering Event” means, with respect to the notes of any series, the occurrence of both a Change of Control and a Below Investment Grade Rating Event with respect to the notes of such series. Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Continuing Director” means, as of any date of determination, any member of the board of directors of IR Parent who: (1) was a member of such board of directors on the date of the issuance of the notes; or (2) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election.

“Fitch” means Fitch Inc., a subsidiary of Fimalac, S.A., and its successors.

“Investment Grade” means (1) a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s); (2) a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P); and (3) a rating of BBB- or better by Fitch (or its equivalent under any successor rating category of Fitch).

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

“Rating Agency” means each of Moody’s, S&P and Fitch; provided, that if any of Moody’s, S&P and Fitch ceases to rate the notes of any series or fails to make a rating of the notes of any series publicly available for reasons outside of our control, a “nationally recognized statistical rating organization,” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by IRGHCL as a replacement agency for Moody’s, S&P or Fitch, or any of them, as the case may be, with respect to making a rating of the notes of such series.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“Voting Stock” of any specified person as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

Each of IR Parent and IRGHCL will use its reasonable best efforts to ensure that at all times at least two Rating Agencies are providing a rating for the notes.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of IR Parent’s and IR Parent’s subsidiaries’ properties or assets taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of this phrase under applicable law. Accordingly, the ability of a holder of notes to require IRGHCL to purchase such holder’s notes as a result of a sale, lease, transfer conveyance or other disposition of less than all of IR Parent’s and IR Parent’s subsidiaries’ assets taken as a whole to another “person” may be uncertain.

Certain Covenants

The indenture includes the following covenants:

Limitation on Liens . IR Parent will not, and will not permit any restricted subsidiary to, create, assume or guarantee any indebtedness for money borrowed secured by any mortgage, lien, pledge, charge or other security interest or encumbrance of any kind (hereinafter referred to as a “mortgage” or “mortgages”) on any principal property of IR Parent or a restricted subsidiary or on any shares or funded indebtedness of a restricted subsidiary

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(whether such principal property, shares or funded indebtedness are now owned or hereafter acquired) without, in any such case, effectively providing concurrently with the creation, assumption or guaranteeing of such indebtedness that the notes (together, if IR Parent shall so determine, with any other indebtedness then or thereafter existing, created, assumed or guaranteed by IR Parent or such restricted subsidiary ranking equally with the notes) shall be secured equally and ratably with (or prior to) such indebtedness. The indenture excludes, however, from the foregoing any indebtedness secured by a mortgage (including any extension, renewal or replacement, or successive extensions, renewals or replacements, of any mortgage hereinafter specified or any indebtedness secured thereby, without increase of the principal of such indebtedness or expansion of the collateral securing such indebtedness):

provided, however, that any mortgage permitted by any of clauses (1), (2), (3) and (5) above shall not extend to or cover any property of IR Parent or such restricted subsidiary, as the case may be, other than the property specified in such clauses and improvements to that property.

Notwithstanding the above, IR Parent or any restricted subsidiary may create, assume or guarantee secured indebtedness for money borrowed which would otherwise be prohibited in an aggregate amount which, together with all other such indebtedness for money borrowed of IR Parent and its restricted subsidiaries and the attributable debt of IR Parent and its restricted subsidiaries in respect of sale and leaseback transactions (as defined below) existing at such time (other than sale and leaseback transactions entered into prior to the date of the indenture and sale and leaseback transactions the proceeds of which have been applied in accordance with the indenture), does not at the time exceed 10% of the shareholders’ equity in IR Parent and its consolidated subsidiaries, as shown on the audited consolidated balance sheet contained in the latest annual report to shareholders of IR Parent.

“Attributable debt” means, as of any particular time, the lesser of (i) the fair value of the property subject to the applicable sale and leaseback transaction (as determined by the board of directors of IR parent) and (ii) the

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(1) on property, shares or funded indebtedness of any Person existing at the time such Person becomes a restricted subsidiary;

(2) on property existing at the time of acquisition of such property, or to secure indebtedness incurred for the purpose of financing the purchase price of such property or improvements or construction thereon which indebtedness is incurred prior to, at the time of or within 180 days after the later of such acquisition, the completion of such construction or the commencement of commercial operation of such property; provided, however, that in the case of any such acquisition, construction or improvement the mortgage shall not apply to any property previously owned by IR Parent or a restricted subsidiary, other than any previously unimproved real property on which the property is constructed or the improvement is located;

(3) on property, shares or funded indebtedness of a Person existing at the time such Person is merged into or consolidated with IR Parent

or a restricted subsidiary, or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to IR Parent or a restricted subsidiary;

(4) on property of a restricted subsidiary to secure indebtedness of such restricted subsidiary to IR Parent or another restricted subsidiary;

(5) on property of IR Parent or property of a restricted subsidiary in favor of the United States or any State thereof or Bermuda or the jurisdiction of organization of IR Parent, or any department, agency or instrumentality or political subdivision of the United States or any State thereof or Bermuda or the jurisdiction of organization of IR Parent, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such mortgage; or

(6) existing at the date of the indenture;

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then present value (discounted at a rate equal to the weighted average of the rate of interest on all securities issued by IRGHCL then issued and outstanding under the indenture, compounded semi-annually) of the total net amount of rent required to be paid under such lease during the remaining term thereof (excluding any renewal term unless the renewal is at the option of the lessor) or, if earlier, until the earliest date on which the lessee may terminate such lease upon payment of a penalty (in which case the obligation of the lessee for rental payments shall include such penalty). The net amount of rent required to be paid for any such period shall be the aggregate amount of the rent payable by the lessee with respect to such period after excluding amounts required to be paid on account of, or measured or determined by, any variable factor, including, without limitation, the cost-of-living index and costs of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges and after excluding any portion of rentals based on a percentage of sales made by the lessee. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated;

“mortgage” means, on any specified property, any mortgage, lien, pledge, charge or other security interest or encumbrance of any kind in respect of such property;

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity; and

“shareholders’ equity in IR Parent and its consolidated subsidiaries” means the share capital, share premium, contributed surplus and retained earnings of IR Parent and its consolidated subsidiaries, excluding the cost of shares of IR Parent held by its affiliates, all as determined in accordance with U.S. generally accepted accounting principles.

Limitation on Sale and Leaseback Transactions . IR Parent will not, and will not permit any restricted subsidiary to, enter into any sale and leaseback transactions (which are defined in the indenture to exclude leases expiring within three years of making, leases between IR Parent and a restricted subsidiary or between restricted subsidiaries and any lease of a part of a principal property which has been sold, for use in connection with the winding up or termination of the business conducted on such principal property), unless (a) IR Parent or such restricted subsidiary would be entitled to incur indebtedness secured by a mortgage on such principal property without equally and ratably securing the notes or (b) an amount equal to the fair value of the principal property so leased (as determined by the board of directors of IR Parent) is applied within 180 days (i) to the retirement (other than by payment at maturity or pursuant to mandatory sinking, purchase or analogous fund or prepayment provision) of (x) the notes or (y) other funded indebtedness of IR Parent or any restricted subsidiary ranking on a parity with the notes, provided, however, that the amount to be applied to the retirement of any funded indebtedness as provided under this clause (i) shall be reduced by (A) the principal amount of any notes delivered within 180 days after such sale or transfer to the trustee for the notes for retirement and cancellation and (B) the principal amount of other funded indebtedness ranking on parity with the notes voluntarily retired by IR Parent within 180 days after such sale or transfer; or (ii) to purchase, improve or construct principal properties, provided that if only a portion of such proceeds is designated as a credit against such purchase, improvement or construction, IR Parent shall apply an amount equal to the remainder as provided in (i) above.

Restrictions Upon Merger and Sales of Assets . IRGHCL shall not consolidate, amalgamate or merge with or into any other Person (whether or not affiliated with IRGHCL) and IRGHCL or its successor or successors shall not be a party or parties to successive consolidations, amalgamations or mergers and IRGHCL shall not sell, convey or lease all or substantially all of its property to any other Person (whether or not affiliated with IRGHCL) authorized to acquire and operate the same, unless (i) upon any such consolidation, amalgamation, merger, sale, conveyance or lease, the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on all of the notes, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the indenture to be performed by IRGHCL shall be

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expressly assumed, by supplemental indenture reasonably satisfactory in form to the trustee for the notes, executed and delivered to the trustee by the Person (if other than IRGHCL) formed by such consolidation or amalgamation, or into which IRGHCL shall have been merged, or by the Person which shall have acquired or leased such property, and (ii) such Person shall be a solvent corporation, partnership, limited liability company, trust or any other entity organized under the laws of the United States of America or a State thereof or the District of Columbia or Bermuda or of a member state of the European Union. IRGHCL will not so consolidate, amalgamate or merge, or make any such sale, lease or other conveyance, and IRGHCL will not permit any other Person to merge into IRGHCL, unless immediately after the proposed consolidation, amalgamation, merger, sale, lease or other conveyance, and after giving effect thereto, no default in the performance or observance by IRGHCL or such successor Person, as the case may be, of any of the terms, covenants, agreements or conditions contained in the indenture with respect to the notes shall have occurred and be continuing.

If upon any such consolidation, amalgamation, merger, sale, conveyance or lease, any principal property or any shares or funded indebtedness of any restricted subsidiary would become subject to any mortgage (other than a mortgage to which such principal property or such shares of stock or funded indebtedness of such restricted subsidiary may become subject as provided under “—Limitations on Liens” without equally and ratably securing the notes) (the “triggering mortgage”), IR Parent will secure the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on the notes (together with, if IR Parent shall so determine, any other indebtedness of or guarantee by IR Parent or such restricted subsidiary ranking equally with the notes) by a mortgage on such principal property or such shares of stock or funded indebtedness of such restricted subsidiary, the lien of which will rank prior to the lien of such triggering mortgage.

Each Guarantor shall not consolidate, amalgamate or merge with or into any other Person (whether or not affiliated with such Guarantor) and such Guarantor and its successor or successors shall not be a party or parties to successive consolidations, amalgamations or mergers and such Guarantor shall not sell, convey or lease all or substantially all of its property to any other Person (whether or not affiliated with such Guarantor) authorized to acquire and operate the same, unless (i) upon any such consolidation, amalgamation, merger, sale, conveyance or lease, the performance of the obligations under the guarantee of such Guarantor, and the due and punctual performance and observance of all of the covenants and conditions of the indenture to be performed by such Guarantor shall be expressly assumed, by supplemental indenture reasonably satisfactory in form to the trustee for the notes, executed and delivered to the trustee by the Person (if other than IRGHCL or a Guarantor) formed by such consolidation or amalgamation, or into which such Guarantor shall have been merged, or by the Person which shall have acquired or leased such property, and (ii) such Person shall be a solvent corporation, partnership, limited liability company, trust or any other entity organized under the laws of the United States of America or a State thereof or the District of Columbia or Bermuda or of a member state of the European Union. Furthermore, such Guarantor will not so consolidate, amalgamate or merge, or make any such sale, lease or other conveyance, and such Guarantor will not permit any other Person to merge into it, unless immediately after the proposed consolidation, amalgamation, merger, sale, lease or other conveyance, and after giving effect thereto, no default in the performance or observance by such Guarantor or such successor Person, as the case may be, of any of the terms, covenants, agreements or conditions in respect of the notes contained in the indenture or the guarantee of such Guarantor shall have occurred and be continuing.

Certain Definitions . The term “funded indebtedness” means indebtedness created, assumed or guaranteed by a person for money borrowed which matures by its terms, or is renewable by the borrower to a date, more than one year after the date of its original creation, assumption or guarantee.

The term “principal property” means any manufacturing plant or other manufacturing facility of IR Parent or any restricted subsidiary, which plant or facility is located within the United States, except any such plant or facility which the board of directors of IR Parent by resolution declares is not of material importance to the total business conducted by IR Parent and its restricted subsidiaries.

The term “restricted subsidiary” means any subsidiary which owns a principal property excluding, however, any entity the greater part of the operating assets of which are located, or the principal business of which is carried on, outside the United States. For the avoidance of doubt, IRGHCL is a restricted subsidiary.

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The term “subsidiary” means any corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust or any other entity of which at least a majority of the outstanding stock or equity interests having voting power under ordinary circumstances to elect a majority of the board of directors or similar body of said entity shall at the time be owned by IR Parent or by IR Parent and one or more subsidiaries or by one or more subsidiaries of IR Parent.

Events of Default

Each of the following is an event of default with respect to the notes of any series under the indenture:

The indenture provides that the trustee may withhold notice to the holders of the notes of any default (except in payment of principal, premium, if any, or interest, if any, on such series or in payment of any sinking fund installment on such series) if the trustee considers it is in the interest of such holders to do so.

Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. In case an event of default (other than a default resulting from bankruptcy, insolvency or reorganization) shall occur and be continuing with respect to the notes of any series, the trustee or the holders of not less than 25% in aggregate principal amount of the then outstanding notes of such series may declare the principal amount on all the notes of such series (or, if the notes of such series were issued at a discount, such portion of the principal as may be specified in the terms of the notes of such series) to be due and payable. If an event of default results from bankruptcy, insolvency or reorganization, the principal amount of all the notes (or, if the notes of any series were issued at a discount, such portion of the principal as may be specified in the terms of the notes of such series) will automatically become due and payable. Any event of default with respect to the notes of any series (except defaults in payment of principal of (or premium, if any, on) or interest, if any, on the notes of such series or a default in respect of a covenant or provision that cannot be modified without the consent of the holder of each outstanding note of such series) may be waived by the holders of at least a majority in aggregate principal amount of the notes of such series then outstanding.

Subject to the provisions of the indenture relating to the duties of the trustee in case an event of default shall occur and be continuing, the trustee is under no obligation to exercise any of the rights or powers under such indenture at the request, order or direction of any of the holders of the notes, unless such holders shall have offered to the trustee security or indemnity reasonably satisfactory to it. Subject to such provisions for the indemnification of the trustee and certain limitations contained in the indenture, the holders of a majority in principal amount of the notes of any series then outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the notes of such series. IR Parent is required annually to deliver to the trustee an officer’s certificate stating whether or not the signers have knowledge of any default in the performance by IRGHCL and any Guarantor of the covenants described above. In addition, promptly (and in any

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• default in payment of any interest on the notes of such series when it becomes due and payable which continues for 30 days (subject to the deferral of any interest payment in the case of an extension period);

• default in payment of any principal of (or premium, if any, on) the notes of such series when due either at its stated maturity date upon redemption, upon acceleration or otherwise;

• default in performance of any other covenant in such indenture (other than a covenant included solely for the benefit of notes of

another series) which continues for 90 days after receipt of written notice;

• certain events of bankruptcy, insolvency or reorganization relating to IRGHCL or any Guarantor; or

• a guarantee of the notes of such series shall for any reason cease to be, or shall for any reason be asserted in writing by IRGHCL or

the Guarantors not to be, in full force and effect and enforceable in accordance with its terms except to the extent contemplated by the indenture and such guarantee.

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event within 5 business days) upon IR Parent becoming aware of the occurrence of any default or event of default, IR Parent is required to deliver to the trustee an officer’s certificate setting forth the details of such default or event of default and the actions which IR Parent, IRGHCL and the other Guarantors, as applicable, propose to take with respect to such default or event of default.

Discharge

The indenture may be discharged with respect to the notes of any series (with the exception of specified provisions as provided in the indenture) when IRGHCL requests such discharge in writing accompanied by an officer’s certificate and an opinion of counsel, in each case stating that all conditions precedent to discharge under the indenture have been satisfied and either:

and IRGHCL has deposited or caused to be deposited with the trustee in trust an amount of (a) money, or (b) in the case of clauses (B)(2) and (B)(3), (I) U.S. government obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the stated maturity or redemption date, as the case may be, money in an amount or (II) a combination of money or U.S. government obligations as provided in (I) above, in each case sufficient to pay and discharge the entire indebtedness on such notes of such series not theretofore delivered to the trustee for cancellation, for principal, premium, if any, and interest, if any, to the date of such deposit in the case of notes of such series which have become due and payable or to the stated maturity or redemption date, as the case may be.

Defeasance

The indenture provides that IRGHCL may discharge the entire indebtedness of all outstanding notes of any series and the provisions of the indenture as they relate to the notes of such series will no longer be in effect in respect of IRGHCL and the Guarantors (with the exception of specified provisions as provided in the indenture) if IRGHCL deposits or causes to be deposited with the trustee, in trust, money, or U.S. government obligations, or a combination thereof, which, through the payment of interest thereon and principal thereof in accordance with their terms, will provide money, in an amount sufficient to pay all the principal (including any mandatory sinking fund payments, if any) of, premium, if any, and interest, if any, on the notes of such series on the dates such payments are due in accordance with the terms of the notes of such series to their stated maturities or to and including a redemption date which has been irrevocably designated by IRGHCL for redemption of the notes of such series. To exercise any such option, IRGHCL is required to meet specified conditions, including delivering to the trustee an opinion of counsel to the effect that (a) IRGHCL has received from, or there has been published by, the Internal Revenue Service a ruling, or (b) since the date of this offering, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, holders of the notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance or discharge and that no event of default or default shall have occurred and be continuing.

The indenture provides that, at the election of IRGHCL, IRGHCL and the Guarantors need not comply with certain restrictive covenants of the indenture as to the notes of any series (as described above under “— Certain Covenants—Limitation on Liens,” “—Limitation on Sale and Leaseback Transactions” and the third paragraph of “—Restrictions Upon Merger and Sales of Assets”), upon the deposit by IRGHCL with the trustee, in trust, of money, or U.S. government obligations, or a combination thereof, which, through the payment of interest thereon

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A. all notes of such series, with the exceptions provided for in the indenture, have been delivered to the trustee for cancellation; or

B. all notes of such series not theretofore delivered to the trustee for cancellation (1) have become due and payable; (2) will become due

and payable at their stated maturity within one year; (3) are to be called for redemption within one year; or (4) have been deemed paid and discharged pursuant to the terms of the indenture;

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and principal thereof in accordance with their terms, will provide money, in an amount sufficient to pay all the principal (including any mandatory sinking fund payments, if any) of, premium, if any, and interest, if any, on the notes of such series on the dates such payments are due in accordance with the terms of the notes of such series to their stated maturities or to and including a redemption date which has been irrevocably designated by us for redemption of the notes of such series. To exercise any such option, IRGHCL will be required to meet specified conditions, including delivering to the trustee an opinion of counsel to the effect that the deposit and related defeasance would not cause the holders of the notes of such series to recognize income, gain or loss for federal income tax purposes.

Modification of the Indenture

The indenture contains provisions permitting IRGHCL, the Guarantors and the trustee, with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities of all series affected by such modification (voting as one class), to modify such indenture or the rights of the holders of the debt securities, except that no such modification shall, without the consent of the holder of each debt security so affected:

The indenture contains provisions permitting IRGHCL, the Guarantors and the trustee, without the consent of any holders, to modify the indenture for any of the following purposes:

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• change the maturity of any debt security, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof (including, in the case of a discounted debt security, the amount payable thereon in the event of acceleration) or any redemption premium thereon, or change the place or medium or currency of payment of such debt security, or impair the right of any holder to institute suit for payment thereof, or release any Guarantor from any of its obligations under its guarantee otherwise than in accordance with the terms of the indenture;

• reduce the percentage of debt securities, the consent of the holders of which is required for any such modification or for certain waivers or other modifications under such indenture;

• make the notes of any series payable in currency other than that stated herein;

• expressly subordinate in right of payment the notes of any series or a guarantee thereof; or

• modify certain provisions of the indenture related to entry into a supplemental indenture with consent of holders, waiver of past defaults and waiver of certain covenants, except under certain circumstances specified in the indenture.

• to evidence the succession of another corporation, partnership, limited liability company, trust or any other entity to IRGHCL or any

Guarantor and the assumption by any such successor of IRGHCL’s covenants in the indenture and the debt securities or such Guarantor’s covenants in the indenture and the guarantee, as the case may be;

• to add to IRGHCL’s or any Guarantor’s covenants for the benefit of the holders of all or any series of debt securities or to surrender any right or power conferred upon IRGHCL or such Guarantor, as the case may be, in the indenture;

• to add any additional events of defaults;

• to add or change any provisions of the indenture to such extent as may be necessary to permit or facilitate the issuance of debt securities in bearer form;

• to change or eliminate any provision of the indenture, provided that any such change or elimination shall become effective only when there is no debt security outstanding of any series created prior to such modification which is entitled to the benefit of such provision;

• to secure the debt securities;

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Concerning the Trustee

We may from time to time maintain lines of credit and have other customary banking relationships with the trustee and its affiliated banks.

Governing Law

The indenture, notes and the guarantees are governed by, and construed in accordance with, the law of the State of New York.

Tax Considerations

IRGHCL may request at any time from holders of notes who are “United States persons” within the meaning of Section 7701(a)(30) of the Code to provide a properly completed and duly executed U.S. Internal Revenue Service Form W-9 (or valid substitute form) and from holders of notes who are not “United States persons” within the meaning of Section 7701(a)(30) of the Code to provide a properly completed and duly

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• to establish the form or terms of any debt securities of any series as permitted by the indenture;

• to establish the form or terms of a related guarantee of any debt securities as permitted by the indenture;

• to evidence and provide for the acceptance of appointment under the indenture by a successor trustee with respect to the debt

securities of one or more series and to add or change any of the provisions of the indenture as shall be necessary to provide for or facilitate the administration of the trusts under the indenture by more than one trustee;

• to evidence and provide for the acceptance of appointment of a trustee other than The Bank of New York Mellon as trustee for a

series of debt securities and to add or change any of the provisions of the indenture as shall be necessary to provide for or facilitate the administration of the trusts under the indenture by more than one trustee;

• to provide for any rights of the holder of debt securities of any series to require the repurchase of debt securities of such series from IRGHCL;

• to cure any ambiguity, omission, mistake or defect, to correct or supplement any provision of the indenture which may be inconsistent with any other provision of the indenture, or to make any other provisions with respect to matters or questions arising under the indenture, provided such action shall not adversely affect the interests of the holders of debt securities of any series in any material respect;

• to continue its qualification under the Trust Indenture Act of 1939 or as may be necessary or desirable in accordance with

amendments to that Act;

• to provide for the issuance of exchange notes;

• to provide for the issuance of additional notes of any series in accordance with the indenture;

• to conform the supplemental indenture for a series of notes to this section, “Description of Notes” ;

• to add guarantees with respect to the notes;

• to amend the provisions of the indenture relating to the transfer and legending of the notes of any series, including, without limitation, to facilitate the issuance and administration of the notes of any series; provided that compliance with the indenture as so amended would not result in the notes of such series being transferred in violation of the Securities Act or any applicable securities law; or

• for any other reason specified in the board resolution, officer’s certificate or supplemental indenture establishing the applicable series of debt securities.

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executed U.S. Internal Revenue Service Form W-8BEN, W-8ECI or W-8IMY (or valid substitute form). Any such request must be complied with by such holder or holders within 30 days’ of the receipt thereof, such request to be made in writing and mailed by first-class mail to the registered address of such holder or holders. Furthermore, if a form previously delivered expires or becomes obsolete, or if there is a change in circumstances requiring a change in the form previously delivered, the holder of the notes that previously delivered such form shall deliver a new, properly completed and duly executed form on or before the date that the previously delivered form expires or becomes obsolete or promptly after the change in circumstances occurs.

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BOOK ENTRY DELIVERY PROCEDURES

The certificates representing the exchange notes will be issued in fully registered form without interest coupons.

Each issue of exchange notes will be represented by a global note in definitive, fully registered form without interest coupons. The global notes will be deposited with the applicable trustee as custodian for DTC and registered in the name of a nominee of DTC.

Except in the limited circumstances described below, owners of beneficial interests in global notes will not be entitled to receive physical delivery of certificated notes. Transfers of beneficial interests in the global notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which rules and procedures may change from time to time.

The Global Notes

We expect that pursuant to procedures established by DTC (i) upon the issuance of the global notes, DTC or its custodian will credit, on its internal system, the principal amount at maturity of the individual beneficial interests represented by such global notes to the respective accounts of persons who have accounts with such depositary and (ii) ownership of beneficial interests in the global notes will be shown on, and the transfer of such ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Ownership of beneficial interests in the global notes will be limited to persons who have accounts with DTC (“participants”) or persons who hold interests through participants. Holders may hold their interests in the global notes directly through DTC if they are participants in such system, or indirectly through organizations that are participants in such system.

So long as DTC, or its nominee, is the registered owner or holder of the exchange notes, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the exchange notes represented by such global notes for all purposes under the Indenture. No beneficial owner of an interest in the global notes will be able to transfer that interest except in accordance with DTC’s procedures, in addition to those provided for under the applicable Indenture with respect to the applicable exchange notes.

Payments of the principal of, premium (if any) on, interest (including additional interest) on, the global notes will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of our company, any Trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest.

We expect that DTC or its nominee, upon receipt of any payment of principal, premium, if any, interest (including additional interest) on any global notes, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global notes as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the global notes held through such participants will be governed by standing instructions and customary practice, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

Transfers between participants in DTC will be effected in the ordinary way through DTC’s same-day funds system in accordance with DTC rules and will be settled in same day funds.

DTC has advised us that it will take any action permitted to be taken by a holder of exchange notes (including the presentation of exchange notes for exchange as described below) only at the direction of one or

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more participants to whose account the DTC interests in the global notes are credited and only in respect of such portion of the aggregate principal amount of exchange notes as to which such participant or participants has or have given such direction. However, if there is an event of default under the applicable indenture, DTC will exchange the global notes for certificated securities.

DTC has advised us as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (“indirect participants”).

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the global note among participants of DTC, it is under no obligation to perform such procedures, and such procedures may be discontinued at any time. Neither our company nor any Trustee will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certificated Securities

Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:

The holder of a non-global note may transfer such note, subject to compliance with the provisions of the applicable legend, by surrendering it at the office or agency maintained by us for such purpose in The City and State of New York, which initially will be the office of the applicable trustee in such location. Upon the transfer, change or replacement of any note bearing a legend, or upon specific request for removal of a legend on a note, we will deliver only notes that bear such legend, or will refuse to remove such legend, as the case may be, unless there is delivered to us such satisfactory evidence, which may include an opinion of counsel, as may reasonably be required by us that neither such legend nor any restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Securities Act. Before any note in non-global form may be transferred to a person who takes delivery in the form of an interest in any global note, the transferor will be required to provide the applicable trustee with a Restricted Global Note Certificate or a Regulation S Global Note Certificate (each as described in the indenture), as the case may be. Upon transfer or partial redemption of any note, new certificates may be obtained from the applicable trustee. Notwithstanding any statement herein, we and the trustees reserve the right to impose such transfer, certification, exchange or other requirements, and to require such restrictive legends on certificates evidencing notes, as they may determine are necessary to ensure compliance with the securities laws of the United States and any State therein and any other applicable laws or as DTC may require.

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• DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is

not appointed within 90 days;

• DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days;

• we, at our option and subject to DTC’s procedures, notify the trustee that we elect to cause the issuance of certificated notes; or

• certain other events provided in the indenture should occur.

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UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF TH E EXCHANGE OFFERS

The exchange of eligible notes for exchange notes in the exchange offers will not constitute a taxable event to holders for United States federal income tax purposes. Consequently, no gain or loss will be recognized by a holder upon receipt of an exchange note, the holding period of the exchange note will include the holding period of the eligible note exchanged therefor and the basis of the exchange note will be the same as the basis of the eligible note immediately before the exchange.

In any event, persons considering the exchange of eligible notes for exchange notes should consult their own tax advisors concerning the United States federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

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CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the purchase of the notes by employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or provisions under any other federal, state, local, non-U.S. or other laws, rules or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), and entities whose underlying assets are considered to include plan assets of any such plans, accounts or arrangements (each, a “Plan”).

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an “ERISA Plan”) and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such an ERISA Plan or the management or disposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or other compensation to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

In considering an investment in the notes of a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary’s duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving “plan assets” with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engaged in a nonexempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engaged in such a nonexempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. The acquisition and/or holding of notes by an ERISA Plan with respect to which we, a Guarantor or an initial purchaser is considered a party in interest or disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the United States Department of Labor has issued prohibited transaction class exemptions (“PTCEs”) that may apply to the acquisition and holding of the notes. These class exemptions include, without limitation, PTCE 84-14, respecting transactions determined by independent qualified professional asset managers, PTCE 90-1, respecting insurance company pooled separate accounts, PTCE 91-38, respecting bank collective investment funds, PTCE 95-60, respecting life insurance company general accounts and PTCE 96-23, respecting transactions determined by in-house asset managers. In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide relief from the prohibited transaction provisions of ERISA and Section 4975 of the Code for certain transactions, provided that neither the Issuer of the securities nor any of its affiliates (directly or indirectly) have or exercise any discretionary authority or control or render any investment advice with respect to the assets of any ERISA Plan involved in the transaction and provided further that the ERISA Plan pays no more than adequate consideration in connection with the transaction. There can be no assurance that all of the conditions of any such exemptions will be satisfied.

Because of the foregoing, the notes should not be purchased or held by any person investing “plan assets” of any Plan, unless such purchase and holding (and the exchange of exchange notes for eligible notes) will not constitute a non-exempt prohibited transaction under ERISA and the Code or a similar violation of any applicable Similar Laws.

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Representation

Accordingly, by acceptance of a note (including an exchange note) each purchaser and subsequent transferee will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire or hold the notes constitutes assets of any Plan or (ii) the purchase and holding of the notes (and the exchange of exchange notes for eligible notes) by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any applicable Similar Laws.

The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing or exchanging the notes (and holding or disposing the notes) on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such transactions and whether an exemption would be applicable to the purchase, holding and disposition of the notes. As indicated above, Similar Laws governing investment and management of the assets of governmental or non-U.S. Plans may contain fiduciary and prohibited transaction requirements similar to those under ERISA and the Code. Accordingly, fiduciaries of such Plans, in consultation with their advisors, should also consider the impact of their respective laws and regulations, including any applicable Similar Laws, on investments in the notes.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for eligible notes where such eligible notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 2014, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offers may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offers and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the expiration date we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offers (including the expenses of one counsel for the holders of the notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

The validity of the notes and guarantees will be passed upon for us by Simpson Thacher & Bartlett LLP, New York, New York with respect to U.S. legal matters, by Arthur Cox, special Irish counsel, with respect to Irish legal matters, and by Appleby (Bermuda) Limited, special Bermuda counsel, with respect to Bermuda legal matters.

EXPERTS

The financial statements and financial statement schedule and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the 2013 Form 10-K have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES

IR plc has been advised by its Irish counsel, Arthur Cox, that a judgment for the payment of money rendered by a court in the United States would not be automatically enforceable in Ireland. There is no treaty between Ireland and the United States providing for the reciprocal enforcement of foreign judgments. In order to enforce a monetary judgment obtained in the United States in Ireland, separate proceedings have to be issued seeking an Irish judgment in the terms of the U.S. judgment. A summary procedure is available in circumstances where an applicant can establish that:

Even if the matters referred to above are established by an applicant, an Irish court may on certain grounds refuse to enforce the U.S. judgment. These grounds include:

IRCL and IRIHL have been advised by their Bermuda counsel, Appleby (Bermuda) Limited, that a judgment for the payment of money rendered by a court in the U.S. based on civil liability would not be automatically enforceable in Bermuda. There is no treaty between Bermuda and the United States providing for the reciprocal enforcement of foreign judgments. IRCL and IRIHL have also been advised by their Bermuda counsel that a final and conclusive judgment obtained in a court of competent jurisdiction in the U.S. under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) may be the subject of an action in the Supreme Court of Bermuda under the common law doctrine of obligation by action on the debt evidenced by the judgment of such foreign court. Such an action should be successful provided that the sum of money is due and payable, and without having to prove the facts supporting the underlying judgment, as long as (i) the court that gave the judgment was competent to hear the action in accordance with private international law principles as applied by the courts in Bermuda; and (ii) the judgment is not contrary to public policy in Bermuda, was not obtained by fraud or in proceedings contrary to natural justice and is not based on an error in Bermuda law.

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• the U.S. judgment is for a definite sum;

• the U.S. judgment is final and conclusive; and

• the U.S. judgment is of a court which, as a matter of Irish law, is of competent jurisdiction.

• the U.S. judgment having being obtained by fraud;

• the U.S. judgment violating Irish public policy;

• the U.S. judgment being in breach of natural justice; or

• the U.S. judgment being irreconcilable with an earlier judgment.

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Enforcement of such a judgment against assets in Bermuda may involve the conversion of the judgment debt into Bermuda dollars, but the Bermuda Monetary Authority has indicated that its present policy is to give the consents necessary to enable recovery in the currency of the obligation. No stamp duty or similar or other tax is payable in Bermuda on the enforcement of a foreign judgment. Court fees will be payable in connection with proceedings for enforcement.

It may be difficult for a securityholder to effect service of process within the U.S. or to enforce judgments obtained against any of IR plc, IRCL or IRIHL in U.S. courts. Each of IR plc, IRCL and IRIHL has agreed that it may be served with process with respect to actions based on offers and sales of securities made in the United States and other violations of U.S. securities laws by having Ingersoll-Rand Company, a New Jersey corporation and wholly-owned subsidiary of IR plc, be its U.S. agent appointed for that purpose. Ingersoll-Rand Company is located at 800-E Beaty Street, Davidson, North Carolina 28036. A judgment obtained against any of IR plc, IRCL, or IRIHL in a U.S. court would be enforceable in the United States but could be executed upon only to the extent the company has assets in the United States. An act which results in IRCL, IRIHL or IR plc or their respective directors or officers being in breach of the civil liability provisions of U.S. law would not, by virtue of the breach of U.S. law, be actionable before a court in Ireland or Bermuda, although such act may potentially give rise to a cause of action under the local laws of Bermuda (in the case of IRCL or IRIHL, or their respective directors or officers) or Ireland (in the case of IR plc or its directors or officers).

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of directors and officers.

IRGHCL

Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective. IRGHCL’s Certificate of Incorporation provides that no director of the registrant shall be liable to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL.

Section 145 of the DGCL generally provides that all directors and officers (as well as other employees and individuals) may be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts actually and reasonably incurred by such individuals in defense or settlement of certain specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation, or a derivative action), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of care is applicable in the case of derivative actions, except that indemnification extends to the defense or settlement of an action, and the DGCL requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. Section 145 of the DGCL permits a corporation to advance expenses to or on behalf of a person entitled to be indemnified upon receipt of an undertaking to repay the amounts advanced if it is determined that the person is not entitled to be indemnified and provides that the right to indemnification and advancement conferred thereby is not exclusive of any other right to which any person may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise. Section 145 of the DGCL also authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as such at any other enterprise against any liability asserted against and incurred by such person in such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person under the DGCL. IRGHCL’s Certificate of Incorporation provides that IRGHCL is authorized to indemnify (and advance expenses to) its directors, officers, employees and agents (and any other persons to which the DGCL permits IRGHCL to provide indemnification) to the fullest extent permitted by applicable law. The bylaws of IRGHCL provide that IRGHCL shall indemnify, and reimburse for reasonable expenses, its officers, directors, employees and agents to the extent permitted by applicable law.

IR plc

Subject to the provisions of and so far as may be admitted by Irish law, IR plc’s articles of association provide that every director and the secretary of IR plc shall be entitled to be indemnified by IR plc against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto including any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of IR plc and in which judgment is given in his favor (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the court.

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IR plc will also indemnify any person who was, is or is threatened to be made a party to a Proceeding (as hereinafter defined) by reason of the fact that he or she is or was an “officer” of IR plc as such term is defined under the Exchange Act (excluding any director or secretary) to the fullest extent permitted under Irish law, as the same exists or may hereafter be amended. Such right shall include the right to be paid by IR plc expenses incurred in defending any such Proceeding in advance of its final disposition to the maximum extent permitted under Irish law, as the same exists or may hereafter be amended; provided that to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the officer or other covered person is not entitled to be indemnified under this article or otherwise.

Each of IR plc and IRCL have entered into deed poll indemnities as to each of IR plc’s directors, secretary and officers and senior executives (as may be determined by the board of directors of the Company from time to time) as well as with individuals serving as a director, officer or some other function of IR plc’s subsidiaries, providing for the indemnification of, and advancement of expenses to, such persons, to the fullest extent permitted by law.

“Proceeding,” as used herein, means any threatened, pending or completed action, suit, claim or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit, claim or proceeding, and any inquiry or investigation that could lead to such an action, suit, claim or proceeding.

The Company has taken out directors and officers liability insurance, as well as other types of insurance, for its directors, secretary and officers and senior executives.

IRCL

To the fullest extent permitted by Bermuda law, the bye-laws of IRCL require it to indemnify any person who was, is or is threatened to be made a party to any proceeding because he or she was or is a director, secretary or officer of IR plc, or because he or she is or was serving IRCL or any subsidiary or any majority owned affiliate of IR plc as a director, officer, partner, venture, proprietor, trustee, employee, agent or similar functionary at the request of IR plc or any group entity (including IRCL), against any liability, including expenses and legal fees, incurred in the proceeding. Under IRCL’s bye-laws, “proceeding” is broadly defined to include any threatened, pending or completed action, suit, claim or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit, claim or proceeding, and any inquiry or investigation that could lead to such an action, suit, claim or proceeding. The IRCL bye-laws also provide that it may, but is not obligated to, indemnify its other employees or agents. The indemnification provisions also require IRCL to pay expenses incurred by an indemnitee of IRCL in defending any proceeding in advance of the final disposition of any such proceeding, provided that to the extent required by law the indemnified person undertakes to repay IRCL if it is ultimately determined that such person was not entitled to indemnification. The indemnity under the bye-laws of IRCL does not extend to any matter in respect of any fraud or dishonesty which may attach to any of the indemnitees.

IR plc has a liability insurance policy in effect that covers certain claims against any of its officers or directors by reason of certain breaches of duty, neglect, errors or omissions committed by such person in his or her capacity as an officer or director. This liability insurance policy also covers the officers and directors of IRCL, IRIHL and IRGHCL.

IRIHL

The bye-laws of IRIHL provide that the directors, resident representative, secretary and other officers of IRIHL, any member of a committee of the board of directors duly appointed under the bye-laws of IRIHL) and any liquidator, manager or trustee (if any) of IRIHL, covering the time that such person acted in relation to any affairs of the company, and such person’s heirs, executors and administrators, shall be indemnified and held

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harmless out of the assets of IRIHL against all liabilities, loss , damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs including defense costs incurred defending any legal proceedings whether civil or criminal and expenses properly payable) which they or any of them shall or may incur or sustain by or by reason of any act done, conceived in or omitted in or about the conduct of IRIHL’s business or in the discharge of their duty, provided that the indemnity does not extend to any matter which would render it void pursuant to the Companies Act 1981 of Bermuda. in respect of such person involving any fraud or dishonesty. The indemnification provisions also provide that IRIHL may advance monies to pay costs, charges and expenses incurred by any indemnified person in defending any civil or criminal proceedings against them in advance of the final disposition of any such proceeding on condition and upon receipt of an undertaking that the indemnified person shall repay IRIHL such portion of the advance attributable to any claim of fraud or dishonesty if such a claim is proved against the indemnified person.

IRNJ

The New Jersey Business Corporation Act provides that a New Jersey corporation has the power to indemnify a director or officer against his or her expenses and liabilities in connection with any proceeding involving the director or officer by reason of his or her being or having been such a director or officer, other than a proceeding by or in the right of the corporation, if such a director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; and with respect to any criminal proceeding, such director or officer had no reasonable cause to believe his or her conduct was unlawful.

The indemnification and advancement of expenses shall not exclude any other rights, including the right to be indemnified against liabilities and expenses incurred in proceedings by or in the right of the corporation, to which a director or officer may be entitled under a certificate of incorporation, by-law, agreement, vote of shareholders, or otherwise; provided that no indemnification shall be made to or on behalf of a director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts or omissions (a) were in breach of his or her duty of loyalty to the corporation or its shareholders, (b) were not in good faith or involved a knowing violation of law, or (c) resulted in receipt by the director or officer of an improper personal benefit.

IRNJ’s Certificate of Incorporation provides that a director or officer of the corporation will not be personally liable to the corporation or its shareholder for damages for breach of duty as a director or officer, except to the extent and for the duration of any period of time such personal liability may not be eliminated or limited under the New Jersey Business Corporation Act. IRNJ’s Certificate of Incorporation provides indemnification to officers, directors, employees and agents to the full extent permitted by law and IRNJ’s bylaws provide that the corporation shall indemnify its officers, directors, employees and agents to the extent permitted by applicable law.

Item 21. Exhibits and financial statement schedule.

(a) Exhibits.

Reference is made to the Index to Exhibits following the signature pages hereto, which is incorporated herein by reference.

(b) Financial Statement Schedule.

Schedule II was incorporated by reference herein from the Company’s annual report on Form 10-K.

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Item 22. Undertakings .

(a) The undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendments thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) that, for purposes of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of the registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) that, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

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(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Davidson, North Carolina, on the 25th day of April, 2014.

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Michael W. Lamach, Susan K. Carter and Robert L. Katz, and each of them singly, such person’s true and lawful attorneys, with full power to them and each of them to sign, for such person and in such person’s name and capacity indicated below, any and all amendments to this registration statement (including post-effective amendments), and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, in connection with the registration under the Securities Act of 1933, of securities of the registrant, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this power of attorney.

******

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney have been signed below by the following persons in the capacities listed on the 25th day of April, 2014.

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INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED

By: /s/ MICHAEL W. LAMACH

(Michael W. Lamach) Chairman of the Board, Chief Executive Officer

and President

Signature Title

/ S / MICHAEL W. LAMACH (Michael W. Lamach)

Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)

/ S / SUSAN K. CARTER (Susan K. Carter)

Senior Vice President, Chief Financial Officer and Director (Principal Financial Officer)

/ S / RICHARD J. WELLER (Richard J. Weller)

Vice President and Controller (Principal Accounting Officer)

/ S / ROBERT L. KATZ (Robert L. Katz)

Director

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POWER OF ATTORNEY


******


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INGERSOLL-RAND PLC


(Michael W. Lamach) Chairman of the Board, Chief Executive Officer and President

Signature Title

/s/ MICHAEL W. LAMACH (Michael W. Lamach)


/s/ SUSAN K. CARTER (Susan K. Carter)

Senior Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ RICHARD J. WELLER (Richard J. Weller)


/s/ ANN C. BERZIN (Ann C. Berzin)

Director

/s/ JOHN BRUTON (John Bruton)

Director

/s/ JARED L. COHON (Jared L. Cohon)

Director

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Signature Title

/s/ GARY D. FORSEE (Gary D. Forsee)

Director

/s/ EDWARD E. HAGENLOCKER (Edward E. Hagenlocker)

Director

/s/ CONSTANCE J. HORNER (Constance J. Horner)

Director

/s/ THEODORE E. MARTIN (Theodore E. Martin)

Director

/s/ NELSON PELTZ (Nelson Peltz)

Director

/s/ JOHN P. SURMA (John P. Surma)

Director

/s/ RICHARD J. SWIFT (Richard J. Swift)

Director

/s/ TONY L. WHITE (Tony L. White)

Director

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POWER OF ATTORNEY


******

Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney have been signed below by the following persons in the capacities indicated on the 25th day of April, 2014.

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INGERSOLL-RAND COMPANY LIMITED


(Michael W. Lamach) Chairman of the Board, Chief Executive Officer

and President

Signature Title




Senior Vice President and Chief Financial Officer (Principal Financial Officer)



/s/ ROBERT L. KATZ (Robert L. Katz)

Director

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POWER OF ATTORNEY


******


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INGERSOLL- RAND INTERNATIONAL HOLDING LIMITED

By: /s/ ROBERT L. KATZ

(Robert L. Katz) President and Director

Signature Title


President and Director (Principal Executive Officer)


Vice President and Director (Principal Financial Officer)




Director

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POWER OF ATTORNEY


******


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INGERSOLL-RAND COMPANY

By: /s/ ROBERT L. KATZ

(Robert L. Katz) President and Director

Signature Title


Chairman, Chief Executive Officer, President and Director (Principal Executive Officer)


Senior Vice President, Chief Financial Officer and Director (Principal Financial Officer)




Senior Vice President, General Counsel and Director

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EXHIBIT INDEX

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Exhibit No. Description Method of Filing

2.1

Asset and Stock Purchase Agreement, dated as of July 29, 2007, among Ingersoll-Rand Company Limited, on behalf of itself and certain of its subsidiaries, and Doosan Infracore Co., Ltd. and Doosan Engine Co., Ltd., on behalf of themselves and certain of their subsidiaries

Incorporated by reference to Exhibit 2.1 to Ingersoll-Rand plc’s Form 8-K (File No. 001-16831) filed with the SEC on July 31, 2007.

2.2

Separation and Distribution Agreement, dated as of July 16, 2007, by and between Trane Inc. (formerly American Standard Companies Inc.) and WABCO Holdings Inc.

Incorporated by reference to Exhibit 2.1 to Trane Inc.’s Form 8-K (File No. 001-11415) filed with the SEC on July 20, 2007.

2.3

Separation and Distribution Agreement between Ingersoll-Rand plc and Allegion plc, dated November 29, 2013.

Incorporated by reference to Exhibit 3.1 to Ingersoll-Rand plc’s Form 8-K (File No. 001-34400) filed with the SEC on December 2, 2013.

3.1

Memorandum of Association of Ingersoll-Rand plc


3.2

Articles of Association of Ingersoll-Rand plc, as amended and restated on June 6,2013.

Incorporated by reference to Exhibit 3.1 to Ingersoll-Rand plc’s Form 8-K (File No. 001-34400) filed with the SEC on June 10, 2013.

3.3

Certificate of Incorporation of Ingersoll-Rand plc


Ingersoll-Rand plc and its subsidiaries are parties to several long-term debt instruments under which, in each case, the total amount of securities authorized does not exceed 10% of the total assets of Ingersoll-Rand plc and its subsidiaries on a consolidated basis.

Pursuant to paragraph 4 (iii)(A) of Item 601 (b) of Regulation S-K, Ingersoll-Rand plc agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request.

4.1

Indenture, dated as of August 12, 2008, among Ingersoll-Rand plc, Ingersoll-Rand Global Holding Company Limited and The Bank of New York Mellon, as Trustee (replacing the Indenture originally filed as Exhibit 4.1 to Ingersoll-Rand plc’s Form 10-Q (File No. 001-16831) for the period ended September 30, 2008 as filed with the SEC on November 7, 2008)

Incorporated by reference to Exhibit 4.4 to Ingersoll-Rand plc’s Form 10-K for the fiscal year ended 2008 (File No. 001-16831) filed with the SEC on March 2, 2009.

4.2

First Supplemental Indenture, dated as of August 15, 2008, among Ingersoll-Rand plc, Ingersoll-Rand Global Holding Company Limited and The Bank of New York Mellon, as trustee, to that certain Indenture, dated as of August 12, 2008, among Ingersoll-Rand plc, Ingersoll-Rand Global Holding Company Limited and The Bank of New York Mellon, as trustee

Incorporated by reference to Exhibit 1.1 to Ingersoll-Rand plc’s Form 8-K (File No. 001-16831) filed with the SEC on August 18, 2008.

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4.3

Second Supplemental Indenture, dated as of April 3, 2009, among Ingersoll-Rand plc, Ingersoll-Rand Global Holding Company Limited and The Bank of New York Mellon, as trustee, to that certain Indenture, dated as of August 12, 2008, among Ingersoll-Rand plc, Ingersoll-Rand Global Holding Company Limited and The Bank of New York Mellon, as trustee

Incorporated by reference to Exhibit 4.1 to Ingersoll-Rand plc’s Form 8-K (File No. 001-16831) filed with the SEC on April 6, 2009.

4.4

Third Supplemental Indenture, dated as of April 6, 2009, among Ingersoll-Rand plc, Ingersoll-Rand Global Holding Company Limited and The Bank of New York Mellon, as trustee, to that certain Indenture, dated as of August 12, 2008, among Ingersoll-Rand plc, Ingersoll-Rand Global Holding Company Limited and The Bank of New York Mellon, as trustee

Incorporated by reference to Exhibit 4.2 to Ingersoll-Rand plc’s Form 8-K (File No. 001-16831) filed with the SEC on April 6, 2009.

4.5

Fourth Supplemental Indenture, dated as of June 29, 2009, among Ingersoll-Rand Global Holding Company Limited, a Bermuda exempted company, Ingersoll-Rand Company Limited, a Bermuda exempted company, Ingersoll-Rand International Holding Limited, a Bermuda exempted company, Ingersoll-Rand plc, an Irish public limited company, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of August 12, 2008


4.6

Fifth Supplemental Indenture, dated as of June 29, 2009, among Ingersoll-Rand Company, a New Jersey corporation, Ingersoll-Rand plc, an Irish public limited company, Ingersoll-Rand International Holding Limited, a Bermuda exempted company, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of August 1, 1986


4.7

Indenture, dated as of May 24. 2005, among Ingersoll-Rand Company Limited, Ingersoll-Rand Company and The Bank of New York Mellon, as trustee

Incorporated by reference to Exhibit 10.2 to Ingersoll-Rand plc’s 8-K (File No. 001-16831) filed with the SEC on May 27, 2005.

4.8

First Supplemental Indenture, dated as of June 29, 2009, among Ingersoll-Rand Company Limited, a Bermuda exempted company, Ingersoll-Rand Company, a New Jersey corporation, Ingersoll-Rand International Holding Limited, a Bermuda exempted company, Ingersoll-Rand plc, an Irish public limited company, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of May 24, 2005


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4.9

Second Supplemental Indenture, dated as of November 20, 2013, among Ingersoll-Rand International Holding Limited, a Bermuda company, Ingersoll-Rand Company, a New Jersey corporation, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of May 24, 2005.

Incorporated by reference to Exhibit 4.3 to Ingersoll-Rand plc’s Form 8-K (File No. 001-34400) filed with the SEC on November 26, 2013.

4.10

Indenture, dated as of April 1, 2005, among the American Standard Inc., Trane Inc. (formerly American Standard Companies Inc.), American Standard International Inc. and The Bank of New York Trust Company, N.A., as trustee

Incorporated by reference to Exhibit 4.1 to Trane, Inc.’s 8-K (File No. 001-11415) filed with the SEC on April 1, 2005.

4.11

Indenture, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited, as guarantors and The Bank of New York Mellon, as Trustee.


4.12

First Supplemental Indenture, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited, as guarantors and The Bank of New York Mellon, as Trustee, relating to the 2.875% Senior Notes due 2019.


4.13

Second Supplemental Indenture, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited, as guarantors and The Bank of New York Mellon, as Trustee, relating to the 4.250% Senior Notes due 2023.


4.14

Third Supplemental Indenture, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, as issuer, Ingersoll-Rand plc, Ingersoll-Rand Company Limited and Ingersoll-Rand International Holding Limited, as guarantors and The Bank of New York Mellon, as Trustee, relating to the 5.750% Senior Notes due 2043.


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4.15

Fourth Supplemental Indenture, dated as of November 20, 2013, among Ingersoll-Rand Global Holding Company Limited, a Bermuda company, Ingersoll-Rand Company Limited, a Bermuda company, Ingersoll-Rand International Holding Limited, a Bermuda company, Ingersoll-Rand plc, an Irish public limited company, Ingersoll-Rand Company, a New Jersey corporation, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of June 20, 2013.


4.16

Fifth Supplemental Indenture, dated as of November 20, 2013, among Ingersoll-Rand Global Holding Company Limited, a Bermuda company, Ingersoll-Rand International Holding Limited, a Bermuda company, Ingersoll-Rand Company, a New Jersey corporation, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of August 12, 2008.


4.17

Form of Registration Rights Agreement, dated as of June 20, 2013, by and among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited and the Representatives of the Initial Purchasers named therein.


5.1 Opinion of Simpson Thacher & Bartlett LLP Filed herewith.

5.2 Opinion of Arthur Cox Filed herewith.

5.3 Opinion of Appleby (Bermuda) Limited Filed herewith.

5.4 Opinion of McCarter & English, LLP Filed herewith.

10.3

Form of IR Performance Stock Unit Grant Agreement (June 2013)


10.4

Credit Agreement dated March 15, 2012 among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Bank of America, N.A., BNP Paribas, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Morgan Stanley MUFG Loan Partners, LLC, and Mizuho Corporate Bank, Ltd., as Documentation Agents, and J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners; and certain other lending institutions from time to time parties thereto

Incorporated by reference to Exhibit 10.1 to Ingersoll-Rand plc’s Form 8-K (File No. 001-34400) filed with the SEC on March 21, 2012.

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10.5

Supplement No. 1, dated as of November 20, 2013, between Ingersoll-Rand Company, a New Jersey Corporation, and JPMorgan Chase Bank, N.A., as Administrative Agent, to the Credit Agreement dated as of March 15, 2012.


10.6

Credit Agreement dated March 20, 2014 among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited, Ingersoll-Rand Company, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Bank of America, N.A., BNP Paribas, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., and The Bank of Tokyo-Mitsubishi UFJ, Ltd. as Documentation Agents, and J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners, and certain lending institutions from time to time parties thereto

Incorporated by reference to Exhibit 10.1 to Ingersoll-Rand plc’s Form 8-K (File No. 001-34400) filed with the SEC on March 26, 2014.

10.7

Issuing and Paying Agency Agreement by and among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand plc, Ingersoll-Rand Company Limited, Ingersoll-Rand International Holding Limited and JPMorgan Chase Bank, National Association, dated as of July 1, 2009


10.8

Amended and Restated Commercial Paper Dealer Agreement among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company Limited, Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited and J.P. Morgan Securities Inc., dated as of July 1, 2009


10.9

Amended and Restated Commercial Paper Dealer Agreement among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company Limited, Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited and Banc of America Securities LLC, dated as of July 1, 2009


10.10

Amended and Restated Commercial Paper Dealer Agreement among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company Limited, Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited and Citigroup Global Markets Inc., dated as of July 1, 2009


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10.11

Amended and Restated Commercial Paper Dealer Agreement among Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company Limited, Ingersoll-Rand plc, Ingersoll-Rand International Holding Limited and Deutsche Bank Securities Inc., dated as of July 1, 2009


10.12

Deed Poll Indemnity of Ingersoll-Rand plc, an Irish public limited company, as to the directors, secretary and officers and senior executives of Ingersoll-Rand plc and the directors and officers of Ingersoll-Rand plc’s subsidiaries


10.13

Deed Poll Indemnity of Ingersoll-Rand Company Limited, a Bermuda company, as to the directors, secretary and officers and senior executives of Ingersoll-Rand plc and the directors and officers of Ingersoll-Rand plc’s subsidiaries


10.14

Tax Sharing Agreement, dated as of July 16, 2007, by and among American Standard Companies Inc. and certain of its subsidiaries and WABCO Holdings Inc. and certain of its subsidiaries

Incorporated by reference to Exhibit 10.1 to Trane Inc.’s Form 8-K (File No. 001-11415) filed with the SEC on July 20, 2007.

10.15

Tax Matters Agreement between Ingersoll-Rand plc and Allegion plc, dated November 30, 2013


10.16

Ingersoll-Rand plc Incentive Stock Plan of 2013

Incorporated by reference to Exhibit 4.5 to Ingersoll-Rand plc’s Form S-8 (File No. 333-189446) filed with the SEC on June 19, 2013.

10.17

Ingersoll-Rand plc Incentive Stock Plan of 2007 (amended and restated as of December 1, 2010)

Incorporated by reference to Exhibit 10.18 to Ingersoll-Rand plc’s Form 10-K for the fiscal year ended 2010 (File No. 001-34400) filed with the SEC on February 22, 2011.

10.18

Ingersoll-Rand plc Incentive Stock Plan of 1998 (amended and restated as of July 1, 2009)


10.19

Ingersoll-Rand Company Incentive Stock Plan of 1995 (amended and restated effective July 1, 2009)


10.20

IR Executive Deferred Compensation Plan (as amended and restated effective July 1, 2009)


10.21

IR Executive Deferred Compensation Plan II (as amended and restated effective July 1, 2009)


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10.22

First Amendment to IR Executive Deferred Compensation Plan II (dated December 22, 2009)


10.23

Second Amendment to IR Executive Deferred Compensation Plan II (dated December 23, 2010)


10.24

IR-plc Director Deferred Compensation and Stock Award Plan (as amended and restated effective July 1, 2009)


10.25

IR-plc Director Deferred Compensation and Stock Award Plan II (as amended and restated effective July 1, 2009)


10.26

Ingersoll-Rand Company Supplemental Employee Savings Plan (amended and restated effective October 1, 2012)

Incorporated by reference to exhibit 10.23 to Ingersoll-Rand plc’s Form 10-K for the fiscal year ended 2012 (File No. 001-34400) filed with the SEC on February 14, 2013.

10.27

Ingersoll-Rand Company Supplemental Employee Savings Plan II (effective January 1, 2005 and amended and restated through October 1, 2012)


10.28

Trane Inc. 2002 Omnibus Incentive Plan (restated to include all amendments through July 1, 2009)


10.29

Trane Inc. Deferred Compensation Plan (as amended and restated as of July 1, 2009, except where otherwise stated)


10.30

Trane Inc. Supplemental Savings Plan (restated to include all amendments through July 1, 2009)


10.31

First Amendment to Trane Inc. Supplemental Savings Plan (January 1, 2010)


10.32

Ingersoll-Rand Company Supplemental Pension Plan (Amended and Restated Effective January 1, 2005)


10.33

First Amendment to the Ingersoll-Rand Company Supplemental Pension Plan, dated as of July 1, 2009


10.34

Ingersoll-Rand Company Supplemental Pension Plan II (Effective January 1, 2005 and Amended and Restated effective October 1, 2012)


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II -19


10.35

Ingersoll-Rand Company Elected Officers Supplemental Plan II (Effective January 1, 2005 and Amended and Restated effective October 1, 2012)


10.36

Senior Executive Performance Plan


10.37

Description of Annual Incentive Matrix Program


10.38

Form of Tier 1 Change in Control Agreement (Officers before May 19, 2009)


10.39

Form of Tier 2 Change in Control Agreement (Officers before May 19, 2009)


10.40

Form of Tier 1 Change in Control Agreement (New Officers on or after May 19, 2009)

Incorporated by reference to Exhibit 10.32 to Ingersoll-Rand plc’s Form 10-Q for the period ended June 30, 2009 (File No. 001-34400) filed with the SEC on August 6, 2009.

10.41

Form of Tier 2 Change in Control Agreement (New Officers on or after May 19, 2009)


10.42

Amended and Restated Major Restructuring Severance Plan (as amended and restated effective October 1, 2013)


10.43

Steven R. Shawley Offer Letter, dated June 5, 2008


10.44

Addendum to Steven R. Shawley Offer Letter, dated August 7, 2008


10.45

Didier Teirlinck Offer Letter, dated June 5, 2008


10.46

Addendum to Didier Teirlinck Offer Letter, dated July 17, 2008


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10.47

Addendum to Didier Teirlinck Offer Letter, dated December 9, 2013


10.48

Michael W. Lamach Letter, dated December 24, 2003


10.49

Michael W. Lamach Letter, dated June 4, 2008


10.50

Michael W. Lamach Letter, dated February 4, 2009


10.51

Michael W. Lamach Letter, dated February 3, 2010

Incorporated by reference to Exhibit 10.1 to Ingersoll-Rand plc’s Form 8-K (File No. 001-34400) filed with the SEC on February 5, 2010.

10.52

Michael W. Lamach Letter, dated December 23, 2012


10.53

Robert Zafari Letter and Addendum, dated August 25, 2010

Incorporated by reference to Exhibit 10.1 to Ingersoll-Rand plc’s Form 10-Q for the period ended September 30, 2010 (File No. 001-34400) filed with the SEC on November 1, 2010.

10.54

Addendum to Robert Zafari Offer Letter, dated December 9, 2013


10.55

Robert L. Katz Letter, dated September 28, 2010


10.56

Robert L. Katz Letter, dated December 20, 2012


10.57

Employment Agreement with Marcia J. Avedon, Senior Vice President, dated January 8, 2007

Incorporated by reference to Exhibit 10.45 to Ingersoll-Rand plc’s Form 10-K for the fiscal year ended December 31, 2006 (File No. 001-16831) filed with the SEC on March 1, 2007.

10.58

Marcia J. Avedon Letter, dated December 20, 2012


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10.59

Susan K. Carter Employment Agreement, dated as of August 19, 2013

Incorporated by reference to Exhibit 10.1 to Ingersoll-Rand plc’s Form 8-K (File No. 001-34400) filed with the SEC on October 2, 2013.

10.60

Employee Matters Agreement between Ingersoll-Rand plc and Allegion plc, dated November 30, 2013.


12

Computations of Ratios of Earnings to Fixed Charges

Incorporated by reference to Exhibit 12 to Ingersoll-Rand plc’s Form 10-K for the fiscal year ended 2013 (File No. 001-34400) filed with the SEC on February 14, 2014.

21

List of Subsidiaries of Ingersoll-Rand plc


23.1 Consent of Simpson Thacher & Bartlett LLP Included in the opinion filed as Exhibit 5.1

23.2 Consent of Arthur Cox Included in the opinion filed as Exhibit 5.2

23.3 Consent of Appleby (Bermuda) Limited Included in the opinion filed as Exhibit 5.3

23.4 Consent of McCarter & English, LLP Included in the opinion filed as Exhibit 5.4

23.5 Consent of Independent Registered Public Accounting Firm Filed herewith.

24.1 Powers of Attorney Included on signature page of this registration statement.

25.1

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, with respect to The Bank of New York Mellon as trustee for the Indenture dated as of June 20, 2013

Filed herewith.

99.1 Form of Letter of Transmittal Filed herewith.

99.2

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

Filed herewith.

99.3 Form of Letter to Clients Filed herewith.

99.4 Form of Notice of Guaranteed Delivery Filed herewith.

101

The following materials from the Ingersoll-Rand plc’s Annual Report on Form 10-K for the year ended December 31, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements


Exhibit 5.1

S IMPSON T HACHER & B ARTLETT LLP

425 L EXINGTON A VENUE

N EW Y ORK , NY 10017-3954

(212) 455-2000

F ACSIMILE (212) 455-2502

April 25, 2014

Ingersoll-Rand plc 170/175 Lakeview Dr. Airside Business Park Swords, Co. Dublin Ireland

Ladies and Gentlemen:

We have acted as United States counsel to Ingersoll-Rand Global Holding Company Limited, a Delaware corporation (the “Company”), Ingersoll-Rand Company, a New Jersey corporation (the “Co-Obligor”), Ingersoll-Rand Public Limited Company, a company duly organized and existing under the law of Ireland (“IR plc”), Ingersoll-Rand Company Limited, a company duly organized and existing under the law of Bermuda (“IR Limited”) and Ingersoll-Rand International Holding Limited, a company duly organized and existing under the law of Bermuda (“IR International” and, together with IR plc and IR Limited, the “Guarantors”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the registration of $350,000,000 aggregate principal amount of 2.875% Senior Notes due 2019 (the “2019 Notes”), $700,000,000 aggregate principal amount of 4.250% Senior Notes due 2023 (the “2023 Notes”) and $500,000,000 aggregate principal amount of 5.750% Senior Notes due 2043 (the “2043

Notes” and, together with the 2019 Notes and the 2023 Notes, the “Exchange Securities”), of the Company and the Co-Obligor and the registration of the guarantees (the “Guarantees”) of the Guarantors with respect to each series of the Exchange Securities. The Exchange Securities and Guarantees will be issued under the Indenture, dated as of June 20, 2013 (the “Base Indenture”), among the Company, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”) as amended and supplemented by the first supplemental indenture, dated as of June 20, 2013, the second supplemental indenture, dated as of June 20, 2013, the third supplemental indenture, dated as of June 20, 2013 and the fourth supplemental indenture, dated as of November 20, 2013 (collectively, the “Indenture”). The Exchange Securities will be offered by the Company pursuant to the Prospectus included in the Registration Statement in exchange (the “Exchange”) for $350,000,000 aggregate principal amount of its outstanding 2.875% Senior Notes due 2019, $700,000,000 aggregate principal amount of its outstanding 4.250% Senior Notes due 2023 and $500,000,000 aggregate principal amount of its outstanding 5.750% Senior Notes due 2043, as applicable, each issued on June 20, 2013.

We have examined the Registration Statement and the Indenture (including the Forms of Exchange Securities), which has been filed with the Commission and incorporated by reference as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.

2

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.

In rendering the opinion set forth below in paragraph 2 below, we have assumed that (1) IR plc has been duly organized and is validly existing under the law of Ireland and that IR Limited and IR International have been duly organized and are validly existing under the law of Bermuda, (2) IR plc, IR Limited and IR International have each duly authorized, executed and delivered the Indenture and will duly issue their Guarantees, in each case, in accordance with their respective organization documents and the law of Ireland, in the case of IR plc, and the law of Bermuda, in the case of IR Limited and IR International, (3) the execution, delivery and performance by IR plc, IR Limited and IR International of the Indenture and the issue and performance of their Guarantees do not and will not violate the law of Ireland, in the case of IR plc, or the law of Bermuda, in the case of IR Limited and IR International, or the law of any other jurisdiction (except that no such assumption is made with respect to the law of the State of New York and the federal law of the United States), and (4) the execution, delivery and performance by IR plc, IR Limited and IR International of the Indenture and the, issuance and performance by IR plc, IR Limited and IR International of their Guarantees do not and will not constitute a breach or violation of, or require any consent to be obtained under, any agreement or instrument which is binding upon IR plc, IR Limited or IR International or their respective organizational documents.

3

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1. When the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the Exchange, the Exchange Securities will constitute valid and legally binding obligations of the Company and the Co-Obligor enforceable against the Company and the Co-Obligor in accordance with their terms.

2. When (a) the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the Exchange and (b) the Guarantees have been duly issued, the Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law). (iii) an implied covenant of good faith and fair dealing and (iv) the effects of the possible judicial application of foreign laws or foreign governmental or judicial action affecting creditors’ rights. In addition, we express no opinion as to the validity, legally binding effect or enforceability of (i) Sections 117(b) and 1301(b) of the Base Indenture relating to the waiver of certain rights and defenses and (ii) Section 110 of the Base Indenture, Section 304 of each of the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture and Section 306 of the Fourth Supplemental Indenture relating to severability of provisions of the Indenture.

Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the law of the State of New Jersey, we have relied upon the opinion of McCarter & English, LLP.

We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States and the Delaware General Corporation Law and, to the extent set forth herein, the law of the State of New Jersey.

4

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

5

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

Exhibit 5.2

25 April 2014

PRIVATE AND CONFIDENTIAL

170/175 Lakeview Dr. Airside Business Park Swords, Co. Dublin Ireland


To: Ingersoll-Rand plc (“ IR Ireland ” )

Re: Form S-4 Registration Statement

1. Basis of Opinion

1.1 We act as solicitors in Ireland for IR Ireland. This Opinion is solely for the benefit of the addressee of this Opinion (the “ Addressee ”) and may not be relied upon, used, transmitted, referred to, quoted from, circulated, copied, filed with any governmental agency or authority, disseminated or disclosed by or to any other person or entity for any purposes without our prior written consent, provided that it may be disclosed to regulatory authorities (including the Securities and Exchange Commission) to whom disclosure may be required by applicable laws or regulations and to an Addressee’s legal advisers on the basis that it is for information only, such persons may not rely upon this Opinion, we have no responsibility to such persons in connection with this Opinion and such persons are bound by restrictions as to disclosure and reliance set out in this Opinion.

1.2 This Opinion is given in connection with the Registration Statement on Form S-4 (the “ Registration Statement ”) filed by Ingersoll-Rand Global Holding Company Limited, a Delaware corporation (the “ Company ”), Ingersoll-Rand Company, a New Jersey corporation (the “ Co-Obligor ”), IR Ireland, Ingersoll-Rand Company Limited, a company duly organized and existing under the laws of Bermuda (“ IR Limited ”) and Ingersoll-Rand International Holding Limited, a company duly organized and existing under the laws of Bermuda (“ IR International ” and, together with IR Ireland and IR Limited, the “ Guarantors ”) with the Securities and Exchange Commission (the “ Commission ”) under the United States Securities Act of 1933, as amended, relating to the issuance by the Company of $350,000,000 aggregate principal amount of 2.875% Senior Notes due 2019 (the “ 2019 Notes ”), $700,000,000 aggregate principal amount of 4.250% Senior Notes due 2023 (the “ 2023 Notes ”) and $500,000,000 aggregate principal amount of 5.750% Senior Notes due 2043 (the “ 2043 Notes ” and, together with the 2019 Notes and the 2023 Notes, the “ Exchange Securities ”), the issuance by the Co-Obligor of its co-obligations with respect to each series of Exchange Securities (the “ Co-Obligations ”) and the issuance by the Guarantors of guarantees (the “ Guarantees ”) with respect to each series of the Exchange Securities. The Exchange Securities and the related Co-Obligations and Guarantees will be issued under the Indenture, dated as of 20 June 2013 (the “ Base Indenture ”), as amended and supplemented by the first supplemental indenture, dated as of 20 June 2013 (the “ First Supplemental Indenture ”), relating to the 2019 Notes, as further amended and supplemented by the second supplemental indenture, dated as of 20 June 2013 (the “ Second

and is subject to the assumptions and qualifications set out below.

2

Supplemental Indenture ”), relating to the 2023 Notes and as further amended and supplemented by the third supplemental indenture, dated as of 20 June 2013 (the “ Third Supplemental Indenture ”), relating to the 2043 Notes, among the Company, the Guarantors and The Bank of New York Mellon, as trustee (the “ Trustee ”) and as further amended and supplemented by the fourth supplemental indenture, dated as of 20 November 2013 (the “ Fourth Supplemental Indenture ” and, collectively with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “ Indenture ” ), relating to the Co-Obligations, among the Company, the Co-Obligor, the Guarantors and the Trustee.

1.3 This Opinion is given on the basis that our client is IR Ireland and we owe no duty of care to any person other than IR Ireland. For

the purposes of giving this Opinion we have taken instructions solely from IR Ireland (and its US counsel, Simpson Thacher & Bartlett LLP).

1.4 This Opinion is confined to and given in all respects on the basis of the laws of Ireland in force as at the date hereof as currently applied by the courts of Ireland. We have made no investigations of and we express no opinion as to the laws of any other jurisdiction or the effect thereof. In particular, we express no opinion on the laws of the European Union as they affect any jurisdiction other than Ireland. We have assumed without investigation that insofar as the laws of any jurisdiction other than Ireland are relevant, such laws do not prohibit and are not inconsistent with any of the obligations or rights expressed in the Indenture or the Transaction.

1.5 This Opinion is also strictly confined to:

(a) the matters expressly stated herein and is not to be read as extending by implication or otherwise to any other matter; and

(b) the Indenture (and no other documents whatsoever) and the Searches,

1.6 In giving this Opinion, we have relied upon the Secretary’s Certificate and the Searches and we give this Opinion expressly on the

terms that no further investigation or diligence in respect of any matter referred to in the Secretary’s Certificate or the Searches is required of us.

1.7 No opinion is expressed as to the taxation consequences of the Indenture or the Transaction.

1.8 For the purpose of giving this Opinion, we have examined copies sent, by email in pdf or other electronic format, to us:

(a) on 20 June 2013 by Davis Polk & Wardwell LLP of the Indenture (other than the Fourth Supplemental Indenture); and

(b) on 24 April 2014 and 25 April 2014 by Simpson Thacher & Bartlett LLP of the Fourth Supplemental Indenture and the Registration Statement.

1.9 All words and phrases defined in the Registration Statement and not defined herein shall have the same meanings herein as are respectively assigned to them in the Registration Statement. References in this Opinion to the:

(a) “ 1963 Act ” means the Companies Act 1963 as amended and references to the “ 1990 Act ” means the Companies Act 1990 as amended;

in each case of IR Ireland;

3

(b) “ Authorised Signatory ” means each of:

(i) the Chief Executive Officer;

(ii) the Chief Financial Officer;

(iii) the Treasurer;

(iv) the Assistant Treasurer;

(v) any Vice President; or

(vi) the Secretary,

(c) “ Board Resolutions ” means the resolutions of the directors of IR Ireland approving the Transaction, copies of which are attached to the Secretary’s Certificate;

(d) “ Companies Acts ” means the Companies Acts 1963 to 2005, Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006, the Companies (Amendment) Act 2009, the Companies (Miscellaneous Provisions) Act 2009 and the Companies (Amendment) Act 2012, the Companies (Miscellaneous Provisions) Act 2103, all statutory instruments which are to be read as one with, or construed or read together with or as one with, those acts and every statutory modification and re-enactment thereof for the time being in force;

(e) “ CRO ” means the Irish Companies Registration Office;

(f) “ Ireland ” means Ireland exclusive of Northern Ireland and “ Irish ” shall be

(g) “ Searches ” means the searches listed in paragraph 1.9;

(h) “ Secretary’s Certificate ” means, together, certificates of the Secretary of IR Ireland, dated each of 20 June 2013 and the date hereof, attaching in respect of IR Ireland, inter alia , the following:

(i) its certificate of incorporation;

(ii) its memorandum and articles of association;

(iii) its certificate of a public company entitled to commence business;

(iv) the Board Resolutions;

(v) a list of its authorised signatures;

(i) “ Transaction ” means the transactions contemplated by the Registration Statement and the Indenture;

Subject to the assumptions and qualifications set out in this Opinion, we are of the opinion that:

IR Ireland has been duly incorporated and is validly existing as a public limited company under the laws of Ireland.

IR Ireland has all requisite corporate power and authority to enter into, execute, deliver and perform its obligations under the Indenture and the Guarantees and to take all action as may be necessary to complete the transactions contemplated thereby.

The execution, delivery and performance by IR Ireland of the Indenture and the Guarantees, as applicable, and the consummation of the transactions contemplated thereby:

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1.10 For the purpose of giving this Opinion, we have caused to be made the following legal searches against IR Ireland on the date of this

Opinion:

(a) on the file of IR Ireland maintained by the Registrar of Companies in the CRO for mortgages, debentures or similar charges or notices thereof and for the appointment of any examiner or liquidator;

(b) in the Judgments Office of the High Court for unsatisfied judgments, orders, decrees and the like for the five years immediately preceding the date of the search; and

(c) in the Central Office of the High Court for any petitions filed in respect of IR Ireland.

1.11 This Opinion is governed by and is to be construed in accordance with the laws of Ireland (as interpreted by the courts of Ireland at the date hereof and anyone seeking to rely on this Opinion agrees for our benefit that the courts of Ireland shall have exclusive jurisdiction to settle any dispute arising out of, or in connection with this Opinion). This Opinion speaks only as of its date. We assume no obligation to update this Opinion at any time in the future or to advise you of any change in law, change in interpretation of law or change in the practice of the Revenue Commissioners which may occur after the date of this Opinion.

2. Opinion

2.1 Corporate status

2.2 Corporate capacity

2.3 Corporate authorisation

(a) have been duly authorised by all necessary corporate action on the part of IR Ireland; and

(b) do not and will not violate, conflict with or constitute a default under (i) any law, order, rule, decree, statute or regulation of Ireland or any political subdivision thereof; or (ii) the Memorandum and Articles of Association of IR Ireland.

The Indenture has been duly executed by IR Ireland and is in the proper form for enforcement before the courts of Ireland.

All necessary action required to be taken by IR Ireland pursuant to the laws of Ireland has been taken by or on behalf of IR Ireland and all the necessary authorisations and approvals of governmental authorities in Ireland have been duly obtained, for the issue of the Guarantees by IR Ireland.

When issued and when duly executed by an Authorised Signatory and when delivered and authenticated pursuant to and in accordance with the terms of the Indenture, the Guarantees will, as a matter of Irish law, be validly issued by IR Ireland.

No consent, licence or authorisation of, filing with, or other act by or in respect of, any governmental authority or court of Ireland is required to be obtained by IR Ireland in connection with the execution, delivery or performance by IR Ireland of the Indenture, or the consummation of the transactions contemplated thereby, including the issue of the Guarantees, or to ensure the legality, validity, admissibility into evidence or enforceability as to IR Ireland of the Indenture.

In any proceedings taken in Ireland for the enforcement of the Indenture, the choice of New York law as the governing law of those documents will, upon proof of the relevant provisions of New York law, be recognised by the courts of Ireland pursuant to Article 3 of the Rome I Regulation (EC) No. 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (the “ Rome I Regulation ”) with respect to matters falling within the scope of the Rome I Regulation. It is open to the courts of Ireland to give effect to the overriding mandatory provisions of the law of the country where the obligations arising out of the contract have to be or have been performed, insofar as those overriding mandatory provisions render the performance of the contract unlawful. In considering whether to give effect to those overriding mandatory provisions regard shall be had to their nature and purpose and to the consequence of their applicability or non-applicability. To the extent that such mandatory rules affect any part of the transaction, an Irish court is likely to restrict the application of those rules to the relevant part of the transaction and to apply New York law in the remainder. The courts of Ireland may however refuse to enforce foreign laws which may be considered repugnant to Irish public policy. At the date hereof, we are not aware of any circumstances concerning the choice of the laws of the State of New York that would give rise to an Irish court holding that such choice violates Irish public policy.

The courts of Ireland will enforce the submission by IR Ireland to the jurisdiction of the courts of the State of New York pursuant to the Indenture and a judgment of the courts of the State of New York will be enforced by the courts of Ireland if the following general requirements are met:

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2.4 Due execution

2.5 Authorisations and approvals

2.6 Guarantees

2.7 No consent, licence etc.

2.8 Choice of law

2.9 Submission to jurisdiction and enforcement of judgments

(a) the foreign court must have had jurisdiction in relation to the particular defendant according to Irish conflict of law rules (the submission to jurisdiction by the defendant would satisfy this rule); and

However, the courts of Ireland may, on certain grounds including the following, refuse to enforce a judgment of the courts of the State of New York which meets the above requirements:

IR Ireland does not have immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of Ireland.

For the purpose of giving this Opinion we assume the following, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:

Authenticity and bona fides

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(b) the foreign judgment must be final and conclusive and the decree must be final and unalterable in the court which pronounces it. A judgment can be final and conclusive even if it is subject to appeal or even if an appeal is pending. Where however, the effect of lodging an appeal under the applicable law is to stay execution of the judgment, it is possible that, in the meantime, the judgment should not be actionable in Ireland. It remains to be determined whether final judgment given in default of appearance is final and conclusive.

(i) the foreign judgment is not for a definite sum of money;

(ii) the foreign judgment was obtained by fraud;

(iii) the enforcement of the foreign judgment in Ireland would be contrary to natural or constitutional justice; or

(iv) the foreign judgment is contrary to Irish public policy or involves certain foreign laws which will not be enforced in Ireland.

2.10 No immunity

3. Assumptions

3.1 The truth, completeness, accuracy and authenticity of all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals or copies of originals, and (in the case of copies) conformity to the originals of copy documents, the genuineness of all signatures, stamps and seals thereon, that any signatures are the signatures of the persons who they purport to be and that each original was executed in the manner appearing on the copy.

3.2 That the Indenture has been executed in a form and content having no material difference to the final drafts provided to us and have been delivered by the parties thereto and are not subject to any escrow arrangements.

3.3 That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly

Accuracy of Searches and the Secretary’s Certificate

Commercial Benefit

No other information and compliance

Authority, Capacity, Execution and Enforceability

7

quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect.

3.4 That each director of IR Ireland has disclosed any interest which he may have in the Transaction in accordance with the provisions of

the Companies Acts and the Articles of Association of IR Ireland and none of the directors of IR Ireland has any interest in the Transaction except to the extent permitted by the Articles of Association of IR Ireland.

3.5 The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the Indenture and their respective officers, employees, agents and (with the exception of Arthur Cox) advisers.

3.6 The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that (a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for, (b) the position reflected by the Searches may not be fully up-to-date and (c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, IR Ireland or its assets.

3.7 The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Secretary’s Certificate at the time they were made and at all times thereafter.

3.8 That the Indenture has been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.

3.9 That the Indenture and the Registration Statement are all the documents relating to the subject matter of the Transaction and that there are no agreements or arrangements of any sort in existence between the parties to the Indenture and/or any other party which in any way amend or vary or are inconsistent with the terms of the Indenture or in any way bear upon or are inconsistent with the opinions stated herein.

3.10 That the parties to the Indenture (other than IR Ireland to the extent opined on herein) are (and were at all relevant times) duly incorporated and validly in existence and that they and their respective signatories have (and had at all relevant times) the appropriate capacity, power and authority to execute the Indenture to which they are a party, to exercise and perform their respective rights and obligations thereunder and to render the Indenture and all obligations thereunder legal, valid, binding and enforceable on them, and that each party to the Indenture (other than IR Ireland to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Indenture to which it is a party and the rights and obligations set out therein.

Solvency and Insolvency

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3.11 That the execution, delivery and performance of the Indenture:

(a) did not, does not and will not contravene the laws of any jurisdiction outside Ireland;

(b) did not, does not and will not result in any breach of any agreement, instrument or obligation to which IR Ireland is a party; and

(c) was not, is not and will not be illegal or unenforceable by virtue of the laws of any jurisdiction outside Ireland.

3.12 That IR Ireland was not mistaken in entering into the Indenture as to any material relevant fact.

3.13 That the Indenture constitutes legal, valid and binding obligations of the parties thereto enforceable in accordance with their respective terms under the laws of any relevant jurisdiction other than Ireland insofar as opined on herein.

3.14 That:

(a) IR Ireland was not unable to pay its debts within the meaning of Section 214 of the 1963 Act and Section 2 of the Companies

(Amendment) Act 1990 or any analogous provisions under any applicable laws immediately after the execution and delivery of the the Indenture

(b) IR Ireland will not as a consequence of doing any act or thing which the Indenture contemplates, permits or requires the

relevant party to do, be unable to pay its debts within the meaning of such Sections or any analogous provision under any applicable laws;

(c) no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to IR Ireland or any of

its assets or undertaking; and

(d) no petition for the making of a winding-up order or the appointment of an examiner or any similar officer or any analogous procedure has been presented in relation to IR Ireland.

3.15 That, upon the opening of any insolvency proceedings pursuant to Council Regulation (EC) No. 1346/2000 (the “ EU Insolvency Regulation ”), IR Ireland will have its “ centre of main interests ” (as that term is used in Article 3(1) of the EU Insolvency Regulation) in Ireland being the jurisdiction in which IR Ireland has its registered office and will not have an “ establishment ” (being any place of operations where a company carried out a non-transitory economic activity with human means and goods) as defined in Article 2(h) of the EU Insolvency Regulation) outside Ireland.

Foreign Laws

Governing law and jurisdiction

Guarantee given in an intra-group context

No amendments

Indenture in full force and effect

The opinions set out in this Opinion are subject to the following reservations:

Enforcement and Binding Effect

9

3.16 That as a matter of all relevant laws (other than the laws of Ireland):

(a) all consents, approvals, notices, filings, recordations, publications, registrations and other steps necessary or desirable to permit the execution, delivery (where relevant) and performance of the the Indenture or to perfect, protect or preserve any of the interests created by the the Indenture have been obtained, made or done, or will be obtained, made or done, within any relevant time period(s); and

(b) the legal effect of the the Indenture, and the Transaction, and the creation of any interest the subject thereof were, upon execution and, where relevant, delivery of the Indenture, effective.

3.17 That under all applicable laws (other than those of Ireland):

(a) the choice of the laws of the State of New York as the governing law of the Indenture (to the extent that they are expressed to

be governed by the laws of the State of New York is a valid and binding selection which will be upheld, recognised and given effect by the courts of any relevant jurisdiction (other than those of Ireland); and

(b) the submission of each party to the Indenture to the jurisdiction of the courts of New York (to the extent that they are so

expressed) is valid and binding and will be upheld, recognised and given effect by the courts of any relevant jurisdiction (other than those of Ireland).

3.18 That, IR Ireland receives, and has received, and will receive no monetary compensation for giving any Guarantee (none being disclosed on the face of the Indenture). We confirm that this assumption is without prejudice to (and if incorrect will not prejudice) any opinion in paragraph 2.7 relating to the legality, validity, admissibility into evidence or enforceability as to IR Ireland of the Indenture.

3.19 That, save as amended by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the Indenture has not been amended.

3.20 That the Indenture remains in full force and effect.

4. Qualifications

4.1 The description of obligations in this Opinion as “ enforceable ” refers to the legal character of the obligations assumed by the relevant party under the relevant instrument. It implies no more than the obligations are of a character which the laws of Ireland recognise and will, in certain circumstances, enforce. In particular, it does not mean or imply that the relevant instrument will be enforced in all circumstances

General Matters

10

in accordance with its terms or by or against third parties or that any particular remedy will be available. In particular (without limiting the foregoing):

(a) the binding effect and enforceability of the obligations of IR Ireland under the Indenture may be limited by liquidation, insolvency, bankruptcy, receivership, court protection, examinership, moratoria, reorganisation, reconstruction, company voluntary arrangements, fraud of creditors, fraudulent preference of creditors or similar or analogous laws whether in Ireland or elsewhere affecting creditors’ rights generally;

(b) the binding effect and enforceability of the obligations of IR Ireland under the Indenture may also be limited as a result of the

provisions of the laws of Ireland applicable to contracts held to have become frustrated by events happening after their execution, and any breach of the terms of any document by the party seeking to enforce such document;

(c) enforcement may be limited by general principles of equity; in particular, equitable remedies are not available where damages are considered to be an adequate remedy; the remedy of specific performance is discretionary and will not normally be ordered in respect of a monetary obligation; and injunctions are granted only on a discretionary basis and accordingly we express no opinion on such matters;

(d) claims may become barred under the Statute of Limitations 1957 and other statutes of limitation or may be or may become subject to any liens, rights of reunion, defences, rights of set-off or counterclaim;

(e) enforcement will be subject to netting, claims and attachment and any other rights of another party to a contract;

(f) an Irish court may stay proceedings if concurrent proceedings are being brought elsewhere and may decline to accept

jurisdiction in certain cases; and

(g) enforcement may be limited by reason of fraud or public policy.

4.2 Where any obligations of any person are to be performed in jurisdictions outside Ireland, such obligations may not be enforceable under Irish law to the extent that performance thereof would be illegal under the laws of any such jurisdiction or contrary to public policy under the laws of any such jurisdiction and an Irish court may take into account the law of the place of performance in relation to the manner of performance and to the steps to be taken in the event of defective performance.

4.3 Where a judgment creditor seeks to enforce his judgment, he can only do so in accordance with the applicable rules of the courts of Ireland. The making of an execution order against particular assets, such as a charging order over land or a beneficial interest therein or most types of investment or a third party debt order over a bank account or certain other debts, is a matter for the Court’s discretion.

4.4 A determination or a certificate as to any matter provided for in the Indenture may be held by an Irish court not to be final,

conclusive or binding if such determination or certificate could be shown to have an unreasonable, incorrect or arbitrary basis or not to have been given or made in good faith.

Penalties

11

4.5 Where a party to the Indenture is vested with a discretion or may determine a matter in its opinion, Irish law may require that such

discretion is exercised reasonably or that such opinion is based upon reasonable grounds.

4.6 A particular course of dealing among the parties or an oral amendment, variation or waiver may result in an Irish court finding that

the terms of the Indenture have been amended, varied or waived even if such course of dealing or oral amendment, variation or waiver is not reflected in writing among the parties.

4.7 No opinion is expressed on the irrevocability of, or on the enforceability of the delegation of, any power of attorney under the Indenture.

4.8 No opinion is expressed on any deed of assignment, transfer, accession or similar document executed after the date of this opinion in relation to any of the rights and obligations contained in the Indenture.

4.9 No opinion is expressed on any deed or agreement envisaged by the Indenture to be entered at a future date or any future action taken by a party under the Indenture.

4.10 An Irish court may refuse to give effect to any undertaking contained in the Indenture that one party would pay another party’s legal expenses and costs in respect of any action before the courts of Ireland particularly where such an action is unsuccessful.

4.11 We express no opinion as to the effectiveness of any severability clause in the Indenture. The question of whether or not any invalid provision may be severed from other provisions would be determined by an Irish court at its discretion.

4.12 The effectiveness of any provisions in the Indenture excusing a party from a liability or duty otherwise owed are limited by Irish law, particularly in relation to fundamental breaches of a contract.

4.13 We express no opinion as to any obligation which any of the Indenture may purport to establish in favour of any person who is not a party to the Indenture.

4.14 Any provision of the Indenture which constitutes, or purports to constitute, a restriction on the exercise of any statutory power by any party to the Indenture or any other person may be ineffective.

4.15 To the extent that any matter is expressed to be determined by future agreement or negotiation, the relevant provision may be unenforceable or void for uncertainty.

4.16 Where a party to an agreement is a party to that agreement in more than one capacity, that party will not be able to enforce obligations owed by it to itself by reason of the doctrine of merger.

4.17 We express no opinion as to whether the Indenture breach any other agreement or instrument.

4.18 Any clauses in the Indenture providing for an increased rate of interest payable upon default or late payment or any indemnity in respect of currency conversions or loss arising therefrom may not be binding on IR Ireland if construed by an Irish court as a penalty and therefore invalid. Interest on interest may not be recoverable and any increased rate of default interest may be treated as a penalty and therefore invalid.

Foreign currencies

Judgments

Due Diligence and Searches

Execution of Documents

Sanctions

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4.19 A court in Ireland may order the payment of money in a currency other than euro if the creditor is entitled to such other currency under the terms of a relevant agreement. While the rule of law that, when a debtor is wound up after a sum expressed in a foreign currency has become due, such sum should be converted into euro at the rate of exchange prevailing on the date it became due has not been varied by a decision of the courts of Ireland, it is likely that in the event of winding up of IR Ireland, amounts claimed in a foreign currency would (to the extent properly payable in the winding-up) be paid, if not in a foreign currency, in the euro equivalent of the amount due in the foreign currency, converted at the rate of exchange on the date of the commencement of such winding-up.

4.20 There is a possibility that an Irish court would hold that a judgment on the Transaction, whether given in an Irish court or elsewhere,

would supersede the relevant agreement or instrument to all intents and purposes, so that any obligation thereunder which by its terms would survive such judgment might not be held to do so.

4.21 We have not investigated the nature of or the title to property and assets the subject of the Indenture or insurance, merger/competition, regulatory or environmental status or compliance nor have we considered any implications or perfection or other requirements arising in respect thereof. Other than the Searches, we have not conducted any other searches whatsoever. We have conducted no due diligence nor checked the regulatory status or compliance of IR Ireland or any of its affiliates or shareholders, or banks, or any other person. We have not conducted any due diligence on the status of any person or enquired or investigated as to whether they hold appropriate licenses or approvals.

4.22 We note the decision in the English case of R (on the application of Mercury Tax Ltd) v. Revenue and Customs Commissioners [2008] EWHC 2721. Although this decision will not be binding on the courts of Ireland it will be considered as persuasive authority. One of the decisions in that case would appear to indicate that a previously executed signature page from one document may not be transferred to another document, even where the documents in question are simply updated versions of the same document. Our Opinion is qualified by reference to the above referenced decision.

4.23 If a party to the Indenture or to any transfer of, or payment in respect of, the Indenture is controlled by or otherwise connected with a person (or is itself) resident in, incorporated in or constituted under the laws of a country which is the subject of United Nations, European Union or Irish sanctions or sanctions under the Treaty on the Functioning of the European Union, as amended, or is otherwise the target of any such sanctions, then obligations to that party under the relevant Indenture or in respect of the relevant transfer or payment may be unenforceable or void.

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Yours faithfully,

/s/ Arthur Cox ARTHUR COX

Bermuda � British Virgin Islands � Cayman Islands � Guernsey � Hong Kong � Isle of Man � Jersey � London � Mauritius � Seychelles � Shanghai � Zurich

Bermuda Office Appleby (Bermuda)

Limited Canon’s Court

22 Victoria Street PO Box HM 1179 Hamilton HM EX

Bermuda

Tel +1 441 295 2244

applebyglobal.com

Appleby (Bermuda) Limited (the Legal Practice) is a limited liability

company incorporated in Bermuda and approved and recognised under the

Bermuda Bar (Professional Companies) Rules 2009. “Partner” is a title referring to a director, shareholder

or an employee of the Legal Practice. A list of such persons can be obtained

from your relationship partner.

Exhibit 5.3

Dear Sirs

Ingersoll-Rand International Holding Limited (IR Ho lding) and Ingersoll-Rand Company Limited (IR Limited and together with IR Holding, t he Bermuda Guarantors)

The Bermuda Guarantors have requested that we provide this opinion in connection with the registration of up to US$350,000,000 aggregate principal amount of Ingersoll-Rand Global Holding Company Limited’s ( Issuer ) 2.875% Senior Notes due 2019 ( 2019 Notes ), US$700,000,000 aggregate principal amount of the Issuer’s 4.250% Senior Notes due 2023 ( 2023 Notes ) and US$500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2043 ( 2043 Notes and together with the 2019 Notes and the 2023 Notes, the New Notes ) and the guarantees related thereto ( New Guarantees ) of the Bermuda Guarantors, such New Notes to be issued in exchange for an equal principal amount of the Issuer’s outstanding 2.875% Senior Notes due 2019, the Issuer’s 4.250% Senior Notes due 2023 and the Issuer’s 5.750% Senior Notes due 2043 pursuant to the terms of the Registration Rights Agreements and the Registration Statement.

The Bermuda Guarantors have requested that we provide this opinion in connection with the New Guarantees and the Indenture (collectively referred to as the Subject Agreements ).

For the purposes of this opinion we have examined and relied upon the documents listed, and in some cases defined, in the Schedule to this opinion ( Documents ), together with such other documentation, as we have considered requisite to this opinion.

In stating our opinion we have assumed:

Ingersoll-Rand International Holding Limited Ingersoll-Rand Company Limited Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Email [email protected]

Direct Dial +1 441 298 3255 Tel +1 441 295 2244 Fax +1 441 292 8666

Your Ref

Appleby Ref 139983.0006/CB/RM 25 April 2014

1. ASSUMPTIONS

1.1 the authenticity, accuracy and completeness of all Documents and other documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed or photostatic copies;

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1.2 that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;

1.3 the genuineness of all signatures on the Documents;

1.4 the authority, capacity and power of each of the persons signing the Documents (other than the Bermuda Guarantors in respect of the Subject Agreements);

1.5 that any representation, warranty or statement of fact or law, other than as to the laws of Bermuda, made in any of the Documents is true, accurate and complete;

1.6 that the Subject Agreements and the Registration Rights Agreements constitute the legal, valid and binding obligations of each of the parties thereto, under the laws of its jurisdiction of incorporation or its jurisdiction of formation and any exchange of the New Notes for the Existing Notes and any grant of the New Guarantees shall be effected in accordance with the terms of the Indenture and the Registration Rights Agreement;

1.7 that the Subject Agreements have been validly authorised, executed and delivered by each of the parties thereto, other than the Bermuda Guarantors, and the performance thereof is within the capacity and powers of each such party thereto, and that each such party to which the Bermuda Guarantors purportedly delivered the Subject Agreements has actually received and accepted delivery of such Subject Agreements;

1.8 that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would have any implication in relation to the opinions expressed herein;

1.9 that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part, and accurately record the resolutions passed by the Directors of IR Limited, in a meeting of the Directors of IR Limited which was duly convened and at which a duly constituted quorum was present and voting throughout or adopted by all of the Directors of IR Holding as unanimous written resolutions of its Board and that there is no matter affecting the authority of the Directors of the Bermuda Guarantors to grant the New Guarantees not disclosed by the Constitutional Documents or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein;

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Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:

1.10 that each of the parties to the Subject Agreements and the Registration Rights Agreements (other than the Bermuda Guarantors) has no express or constructive knowledge of any circumstance whereby any Director of the Bermuda Guarantors when the Board of Directors of the Bermuda Guarantors, adopted or passed the Resolutions, as applicable failed to discharge his fiduciary duty owed to the Bermuda Guarantors as applicable, and to act honestly and in good faith with a view to the best interests of the Bermuda Guarantors as applicable;

1.11 that the records which were the subject of the Company Searches were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date and time of the Company Searches been materially altered;

1.12 that the records which were the subject of the Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date and time of the Litigation Search been materially altered;

1.13 that each of the Bermuda Guarantors has entered into its obligations under the Subject Agreements to which it is a party in good faith for the purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing that the transactions contemplated by the Subject Agreements to which it is a party would benefit the Company;

1.14 that each transaction to be entered into pursuant to the Subject Agreements is entered into in good faith and for full value and will not have the effect of preferring one creditor over another.

2. OPINION

2.1 Each of the Bermuda Guarantors is duly incorporated and existing under the laws of Bermuda, is validly existing and in good standing under the laws of Bermuda.

2.2 Each of the Bermuda Guarantors has taken all corporate action required to authorise its execution, delivery and performance of the Subject Agreements.

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We have the following reservations:

2.3 The execution, delivery and performance by each of the Bermuda Guarantors of the Subject Agreements to which it is a party and the consummation of the transactions contemplated thereby have been duly authorised by all necessary corporate action on the part of each of the Bermuda Guarantors. The execution, delivery and performance by each of the Bermuda Guarantors of the Subject Agreements to which it is a party and the consummation of the transactions contemplated thereby, including the issue of the New Guarantees by IR Limited and IR Holding respectively, do not and will not violate, conflict with or constitute a default under (i) any law, order, rule, decree, statute or regulation of Bermuda; or (ii), the Constitutional Documents.

2.4 The Indenture to which each of the Bermuda Guarantors is a party has been duly executed by each of the relevant Bermuda Guarantors.

2.5 When executed and delivered pursuant to and in accordance with the terms of the Registration Rights Agreements, the Indenture, the New Guarantees and the Resolutions, the New Guarantees will be validly issued.

3. RESERVATIONS

3.1 We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the Courts of Bermuda at the date hereof.

3.2 The term “enforceable” as used in this opinion means that there is a way of ensuring that each party performs an agreement or that there are remedies available for breach.

3.3 Searches of the Register of Companies at the office of the Registrar of Companies and of the Supreme Court Causes Book at the Registry of the Supreme Court are not conclusive and it should be noted that the Register of Companies and the Supreme Court Causes Book do not reveal:

3.3.1 details of matters which have been lodged for filing or registration which as a matter of best practice of the Registrar of Companies or the Registry of the Supreme Court would have or should have been disclosed on the public file, the Causes Book or the Judgment Book, as the case may be, but for whatever reason have not actually been filed or registered or are not disclosed or which, notwithstanding filing or registration, at the date and time the search is concluded are for whatever reason not disclosed or do not appear on the public file, the Causes Book or Judgment Book;

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3.3.2 details of matters which should have been lodged for filing or registration at the Registrar of

Companies or the Registry of the Supreme Court but have not been lodged for filing or registration at the date the search is concluded;

3.3.3 whether an application to the Supreme Court for a winding-up petition or for the appointment

of a receiver or manager has been prepared but not yet been presented or has been presented but does not appear in the Causes Book at the date and time the search is concluded;

3.3.4 whether any arbitration or administrative proceedings are pending or whether any proceedings are threatened, or whether any arbitrator has been appointed; or

3.3.5 whether a receiver or manager has been appointed privately pursuant to the provisions of a

debenture or other security, unless notice of the fact has been entered in the Register of Charges in accordance with the provisions of the Act.

3.4 Furthermore, in the absence of a statutorily defined system for the registration of charges created by companies incorporated outside Bermuda (“overseas companies”) over their assets located in Bermuda, it is not possible to determine definitively from searches of the Register of Charges maintained by the Registrar of Companies in respect of such overseas companies what charges have been registered over any of their assets located in Bermuda or whether any one charge has priority over any other charge over such assets.

3.5 In order to issue this opinion we have carried out the Company Search as referred to in the Schedule to this opinion and have not enquired as to whether there has been any change since the date and time of such search.

3.6 In order to issue this opinion we have carried out the Litigation Search as referred to in the Schedule to this opinion and have not enquired as to whether there has been any change since the date and time of such search.

6


This opinion has been prepared for your use in connection with the Registration Statement. For this purpose, we hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.3 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended. Further, this opinion speaks as of its date.

This opinion is governed by and is to be construed in accordance with Bermuda law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than Bermuda.

Yours faithfully

/s/ Appleby (Bermuda) Limited

Appleby (Bermuda) Limited

4. DISCLOSURE

7


SCHEDULE

(collectively Resolutions ).

1. The entries and filings shown in respect of each of the Bermuda Guarantors on the file of the Bermuda Guarantors maintained in the Register of Companies at office of the Registrar of Companies in Hamilton, Bermuda, as revealed by a search conducted on 25 April 2014 at 9:30 am (Bermuda time) with respect to each of the Bermuda Guarantors (collectively the Company Searches ).

2. The entries and filings shown in respect of each of the Bermuda Guarantors in the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by a search conducted on 25 April 2014 at 9:15 am (Bermuda time) in respect of each of the Bermuda Guarantors ( Litigation Search ).

3. A certified copy of (i) the Certificate of Incorporation, Memorandum of Association, Certificate of Deposit of Memorandum of Increase of Share Capital and Bye-Laws for IR Limited ( Constitutional Documents of IR Limited ); and (i) the Certificate of Incorporation, Memorandum of Association and Bye-Laws for IR Holding (the Constitutional Documents of IR Holding and together with the Constitutional Documents of IR Limited the Constitutional Documents ).

4. A copy of:

(i) the minutes of the meeting of the Board of Directors of IR Limited held on April 3, 2013; and

(ii) the unanimous written resolutions of the Board of Directors of IR Holding adopted as of April 3, 2013.

5. A copy of the Certificate of Merger dated 31 March 2014 and issued to IR Holding, as the surviving company, in respect of the merger of IR Holding and Ingersoll-Rand Treasury Ltd. effective as of 18 March 2014.

6. A certified copy of the “Foreign Exchange Letter”, issued by the Bermuda Monetary Authority, Hamilton Bermuda in relation to the Bermuda Guarantors.

7. A certified copy of the “Tax Assurance”, issued by the Registrar of Companies for the Minister of Finance in relation to each of the Bermuda Guarantors.

8. Certificates of Compliance, in respect of each of the Bermuda Guarantors issued by the Registrar of Companies on 25 April 2014.

9. A copy of the draft registration statement of Form S-4, which includes the preliminary prospectus, (excluding exhibits) ( Registration Statement ).

8


10. A copy of the executed Indenture dated as of 20 June 2013 among the Issuer, as Issuer, IR Limited, Ingersoll Rand Public Limited Company and IR Holdings as Guarantors, and The Bank of New York Mellon, as Trustee ( Base Indenture ).

11. A copy of the executed first supplemental indenture dated as of 20 June 2013 relating to the 2019 Notes among the Issuer, as Issuer, IR Limited, Ingersoll Rand Public Limited Company and IR Holdings as Guarantors, and The Bank of New York Mellon, as Trustee ( 2019 Notes Supplemental Indenture ).

12. A copy of the executed second supplemental indenture dated as of 20 June 2013 relating to the 2023 Notes among the Issuer, as Issuer, IR Limited, Ingersoll Rand Public Limited Company and IR Holdings as Guarantors, and The Bank of New York Mellon, as Trustee ( 2023 Notes Supplemental Indenture ).

13. A copy of the executed third supplemental indenture dated as of 20 June 2013 relating to the 2043 Notes among the Issuer, as Issuer, IR Limited, Ingersoll Rand Public Limited Company and IR Holdings as Guarantors, and The Bank of New York Mellon, as Trustee ( 2043 Notes Supplemental Indenture and together with the Base Indenture, the 2019 Notes Supplemental Indenture and the 2023 Notes Supplemental Indenture, the Indenture ).

14. A copy of the executed registration rights agreement in respect of the 2019 Notes dated as of 20 June 2013 among the Bermuda Guarantors, the Issuer, Ingersoll-Rand Public Limited Company and Citigroup Global Markets Inc., Goldman Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the several purchasers named in Schedule 1 to the Purchase Agreement ( 2019 Registration Rights Agreement ).

15. A copy of the executed registration rights agreement in respect of the 2023 Notes dated as of 20 June 2013 among the Bermuda Guarantors, the Issuer, Ingersoll-Rand Public Limited Company and Citigroup Global Markets Inc., Goldman Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the several purchasers named in Schedule 1 to the Purchase Agreement ( 2023 Registration Rights Agreement ).

16. A copy of the executed registration rights agreement in respect of the 2043 Notes dated as of 20 June 2013 among the Bermuda Guarantors, the Issuer, Ingersoll-Rand Public Limited Company and Citigroup Global Markets Inc., Goldman Sachs & Co., and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the several purchasers named in Schedule 1 to the Purchase Agreement ( 2043 Registration Rights Agreement and, together with the 2019 Registration Rights Agreement and the 2023 Registration Rights Agreement, the Registration Rights Agreements ).

17. A copy of the form of New Guarantee.

McCarter & English, LLP Four Gateway Center 100 Mulberry Street Newark, NJ 07102-4056 T. 973.622.4444 F. 973.624.7070 www.mccarter.com

BOSTON

HARTFORD

NEW YORK

NEWARK

PHILADELPHIA

STAMFORD

WILMINGTON

Exhibit 5.4

April 25, 2014

Ingersoll-Rand plc 170/175 Lakeview Dr. Airside Business Park Swords, Co. Dublin Ireland


We have acted as special New Jersey counsel to Ingersoll-Rand Company, a New Jersey corporation (the “Co-Obligor”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”), to be filed on the date hereof by Ingersoll-Rand Global Holding Company Limited, a Delaware corporation (the “Company”), the Co-Obligor, Ingersoll-Rand plc, a company duly organized and existing under the law of Ireland (“IR plc”), Ingersoll-Rand Company Limited, a company duly organized and existing under the law of Bermuda (“IR Limited”), and Ingersoll-Rand International Holding Limited, a company duly organized and existing under the law of Bermuda (“IR International” and, together with IR plc and IR Limited, the “Guarantors”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, (the “Act”). The Registration Statement relates to, among other things, the offers to exchange (i) $350,000,000 aggregate principal amount of 2.875% Senior Notes due 2019 (the “2019 Outstanding Notes”) for $350,000,000 aggregate principal amount of 2.875% Senior Notes due 2019 (the “2019 Exchange Notes”), (ii) $700,000,000 aggregate principal amount of 4.250% Senior Notes due 2023 (the “2023 Outstanding Notes”) for $700,000,000 aggregate principal amount of 4.250% Senior Notes due 2023 (the “2023 Exchange Notes”), and (iii) $500,000,000 aggregate principal amount of 5.750% Senior Notes due 2043 (the “2043 Outstanding Notes”, and collectively with the 2019 Outstanding Notes and the 2023 Outstanding Notes, the “Outstanding Notes”) for $500,000,000 aggregate principal amount of 5.570% Senior Notes due 2043 (the “2043 Exchange Notes”, and collectively with the 2019 Exchange Notes and the 2023 Exchange Notes, the “Exchange Notes”) and the registration of the guarantees (the “Guarantees”) of the Guarantors with respect to each series of the Exchange Notes. The Exchange Notes and the Guarantees are being issued under the Indenture, dated as of June 20, 2013, entered into by and among the Company, the Guarantors and The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”), as amended and supplemented by the First

Re: Ingersoll-Rand Global Holding Company Limited Ingersoll-Rand plc Ingersoll-Rand Company Limited Ingersoll-Rand International Holding Limited Ingersoll-Rand Company Registration Statement on Form S-4

Ingersoll-Rand plc, and others April 25, 2014 Page 2

Supplemental Indenture, dated as of June 20, 2013, the Second Supplemental Indenture, dated as of June 20, 2013, the Third Supplemental Indenture, dated as of June 20, 2013, and the Fourth Supplemental Indenture, dated as of November 20, 2013 (as executed by the Co-Obligor and pursuant to which the Co-Obligor was joined to the Indenture) (collectively, the “Indenture”).

This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Co-Obligor and such agreements, certificates of public officials, certificates of officers or other representatives of the Co-Obligor, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies and the authenticity of the originals of such copies. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Co-Obligor and others. In making our examination of executed documents or documents to be executed, we have assumed that the parties thereto, other than the Co-Obligor, had or will have the power, corporate or

(i) the Registration Statement relating to the Exchange Notes;

(ii) the Restated Certificate of Incorporation of the Co-Obligor;

(iii) the By-laws of the Co-Obligor, as currently in effect;

(iv) the Indenture (including all supplements thereto), and the form of notes included therein, filed

as various exhibits to Current Reports on Form 8-K filed June 26, 2013 and November 26, 2013 and collectively incorporated by reference as an exhibit to the Registration Statement; and

(v) certain resolutions adopted by the Board of Directors of the Co-Obligor (the “Board of Directors” ) on April 3, 2013 relating to, among other things, the Exchange Notes.


otherwise, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents, and, as to parties including the Co-Obligor, the validity and binding effect on such parties. We have assumed that any Exchange Notes that may be issued will be manually signed or countersigned, as the case may be, by duly authorized officers of the Trustee. In addition, we have also assumed that the terms of the Exchange Notes will have been established so as not to, and that the execution and delivery by the Co-Obligor of, and the performance of its obligations under, the Indenture and the Exchange Notes will not, violate, conflict with or constitute a default under (i) any law, rule or regulation to which the Co-Obligor is subject (except that we do not make the assumption set forth in this clause (i) with respect to the Opined on Law (as defined below)), (ii) any judicial or regulatory order or decree of any governmental authority (except that we do not make the assumption set forth in this clause (ii) with respect to the Opined on Law) or (iii) any consent, approval, license, authorization or validation of, or filing, recording or registration with any governmental authority (except that we do not make the assumption set forth in this clause (iii) with respect to the Opined on Law).

Our opinions set forth below are limited to the New Jersey Business Corporation Act (the “NJBCA”) and to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under the NJBCA (all of the foregoing being referred to as “Opined on Law”). We do not express any opinion with respect to the law of any jurisdiction other than the Opined on Law or as to the effect of any such non-Opined on Law on the opinions herein stated. Further, we have assumed that the Indenture has been and continues to be qualified under the Trust Indenture Act of 1939, as amended. Except as provided herein, we have assumed that each of the parties to the Exchange and Registration Rights Agreement dated as of June 20, 2013, has complied with its obligations set forth therein as of the date hereof in respect of the Exchange Offer (as such term is defined in such Exchange and Registration Rights Agreement). This opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.

In rendering the opinions set forth below, we have assumed that (i) the Company has been duly incorporated and is validly existing under the law of Delaware, IR plc has been duly organized and is validly existing under the law of Ireland and IR Limited and IR International have been duly organized and are validly existing under the law of Bermuda, (ii) the Company and each Guarantor has duly authorized, executed and delivered the Indenture and each such party will duly issue the Exchange Notes or its Guarantee, as applicable, in each case in accordance with its respective organization documents and the law of Delaware, in the case of the Company, the law of Ireland, in the case of IR plc, and the law of


Bermuda, in the case of IR Limited and IR International, (iii) the execution, delivery and performance by the Company and each Guarantor of the Indenture and the issue and performance of the Exchange Notes or its Guarantee, as applicable, does not and will not violate the law of Delaware, in the case of the Company, the law of Ireland, in the case of IR plc, or the law of Bermuda, in the case of IR Limited and IR International, or the law of any other jurisdiction (except that no such assumption is made with respect to the law of the State of New Jersey), and (iv) the execution, delivery and performance by the Company and each Guarantor of the Indenture and the issuance and performance by the Company or such Guarantor of the Exchange Notes or its Guarantee, as applicable, does not and will not constitute a breach or violation of, or require any consent to be obtained under, any agreement or instrument which is binding upon the Company or such Guarantor or its respective organizational documents.

Based upon and subject to the foregoing and to the other qualifications and limitations set forth herein, we are of the opinion that:

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also hereby consent to the use of our name under the heading “Legal Matters” in the prospectus which forms a part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

1. When (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Act, and (ii) the Exchange Notes have been duly executed and authenticated in accordance with the provisions of the Indenture and duly delivered to the purchasers thereof upon delivery by such purchasers of a like principal amount of Outstanding Notes as consideration therefor, the Exchange Notes, when issued and sold in accordance with the Indenture, will be duly authorized by the Co-Obligor.

2. The Co-Obligor is validly existing as a corporation in good standing under the laws of the State of New Jersey. Subject to the assumptions and qualifications set forth in paragraph 1 of this opinion, the Co-Obligor will have the corporate power and authority to enter into and perform its obligations under the Exchange Notes.

3. The Co-Obligor has duly authorized, executed and delivered the Indenture.


Very truly yours,

/s/ McCARTER & ENGLISH, LLP McCARTER & ENGLISH, LLP

Exhibit 23.5

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated February 14, 2014 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Ingersoll-Rand plc’s Annual Report on Form 10-K for the year ended December 31, 2013. We also consent to the reference to us under the heading “Experts” in such Registration Statement. /s/ PricewaterhouseCoopers LLP Charlotte, North Carolina April 25, 2014

Exhibit 25.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter)

INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED (Exact name of obligor as specified in its charter)

Ingersoll-Rand plc (Exact name of obligor as specified in its charter)

� CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

New York 13-5160382 (Jurisdiction of incorporation

if not a U.S. national bank) (I.R.S. employer identification no.)

One Wall Street, New York, N.Y. 10286 (Address of principal executive offices) (Zip code)

Delaware 46-4716676 (State or other jurisdiction of

incorporation or organization) (I.R.S. employer identification no.)

800-E Beaty Street Davidson, North Carolina 28036

(Address of principal executive offices) (Zip code)

Ireland 98-0626632 (State or other jurisdiction of


170/175 Lakeview Dr. Airside Business Park Swords, Co. Dublin

Ireland

Ingersoll-Rand Company Limited (Exact name of obligor as specified in its charter)

Ingersoll-Rand International Holding Limited (Exact name of obligor as specified in its charter)

Ingersoll-Rand Company (Exact name of obligor as specified in its charter)

2.875% Senior Notes due 2019 4.250% Senior Notes due 2023 5.750% Senior Notes due 2043

Guarantees of 2.875% Senior Notes due 2019 Guarantees of 4.250% Senior Notes due 2023

and Guarantees of 5.750% Senior Notes due 2043 (Title of the indenture securities)

(Address of principal executive offices) (Zip code)

Bermuda 75-2993910 (State or other jurisdiction of


c/o Ingersoll Rand plc 170/175 Lakeview Dr. Airside Business Park Swords, Co. Dublin

Ireland (Address of principal executive offices) (Zip code)

Bermuda 98-0613467 (State or other jurisdiction of


c/o Ingersoll Rand plc 170/175 Lakeview Dr. Airside Business Park Swords, Co. Dublin

Ireland (Address of principal executive offices) (Zip code)

New Jersey 13-5156640 (State or other jurisdiction of


800-E Beaty Street Davidson, North Carolina 28036 (Address of principal executive offices) (Zip code)

Yes.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. General information. Furnish the following informat ion as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name Address

Superintendent of Banks of the State of New York

One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

Federal Reserve Bank of New York 33 Liberty Street, New York, N.Y. 10045

Federal Deposit Insurance Corporation Washington, D.C. 20429

New York Clearing House Association New York, N.Y. 10005

(b) Whether it is authorized to exercise corporate trust powers.

2. Affiliations with Obligor.

16. List of Exhibits.

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

4. A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-188382).

6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-188382).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 21st day of April, 2014.

THE BANK OF NEW YORK MELLON

By: /s/ Laurence J. O’Brien Name: Laurence J. O’Brien Title: Vice President

EXHIBIT 7

Consolidated Report of Condition of


of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2013, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar amounts in thousands ASSETS

Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin 4,786,000 Interest-bearing balances 131,555,000

Securities: Held-to-maturity securities 18,997,000 Available-for-sale securities 75,760,000

Federal funds sold and securities purchased under agreements to resell: Federal funds sold in domestic offices 77,000 Securities purchased under agreements to resell 3,205,000

Loans and lease financing receivables: Loans and leases held for sale 0 Loans and leases, net of unearned income 30,771,000 LESS: Allowance for loan and lease losses 195,000 Loans and leases, net of unearned income and allowance 30,576,000

Trading assets 7,072,000 Premises and fixed assets (including capitalized leases) 1,191,000 Other real estate owned 3,000 Investments in unconsolidated subsidiaries and associated companies 1,111,000 Direct and indirect investments in real estate ventures 0 Intangible assets:

Goodwill 6,481,000 Other intangible assets 1,289,000

Other assets 14,523,000

Total assets 296,626,000

LIABILITIES Deposits:

In domestic offices 130,876,000 Noninterest-bearing 84,804,000 Interest-bearing 46,072,000 In foreign offices, Edge and Agreement subsidiaries, and IBFs 121,987,000 Noninterest-bearing 10,462,000 Interest-bearing 111,525,000

Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased in domestic offices 2,989,000 Securities sold under agreements to repurchase 1,810,000

Trading liabilities 5,741,000 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases) 5,040,000 Not applicable Not applicable Subordinated notes and debentures 1,065,000 Other liabilities 7,038,000

Total liabilities 276,546,000

EQUITY CAPITAL Perpetual preferred stock and related surplus 0 Common stock 1,135,000 Surplus (exclude all surplus related to preferred stock) 9,867,000 Retained earnings 9,446,000 Accumulated other comprehensive income -718,000 Other equity capital components 0 Total bank equity capital 19,730,000 Noncontrolling (minority) interests in consolidated subsidiaries 350,000 Total equity capital 20,080,000

Total liabilities and equity capital 296,626,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas P. Gibbons, Chief Financial Officer

Gerald L. Hassell Catherine A. Rein Directors Michael J. Kowalski

Exhibit 99.1


LETTER OF TRANSMITTAL

OFFER TO EXCHANGE

ALL OUTSTANDING PRIVATELY PLACED 2.875% SENIOR NOTE S DUE 2019 ISSUED ON JUNE 20, 2013 FOR AN EQUAL AMOUNT OF ITS 2.875% SENIOR NOTES DUE 2019 WHICH HAVE BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED



AND



The Exchange Agent for the Exchange Offer is:


DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRES S OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACS IMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVER Y. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

THE EXCHANGE OFFER WILL EXPIRE AT THE END OF THE DA Y, AT 12:00 A.M. MIDNIGHT, NEW YORK CITY TIME, ON , 2014 (THE “EXPIRATION DATE”) UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE WITHDR AWN

PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON , 2014.

By Registered or Certified Mail: The Bank of New York Mellon

c/o The Bank of New York Mellon Corporation

Corporate Trust Operations Reorganization Unit

111 Sanders Creek Parkway East Syracuse, NY 13057

Attention: Christopher Landers

By Regular Mail: The Bank of New York Mellon

c/o The Bank of New York Mellon Corporation

Corporate Trust Operations Reorganization Unit

111 Sanders Creek Parkway East Syracuse, NY 13057




Corporation Corporate Trust Operations

Reorganization Unit 111 Sanders Creek Parkway East Syracuse, NY 13057



(732) 667-9408

Telephone Inquiries: (315) 414-3362

Holders of Eligible Notes (as defined below) should complete this Letter of Transmittal either if Eligible Notes are to be forwarded herewith or if tenders of Eligible Notes are to be made by book-entry transfer to an account maintained by the Exchange Agent at the book-entry transfer facility at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in “The Exchange Offer—Book-Entry Delivery Procedures” and “The Exchange Offer—Procedures for Tendering Eligible Notes” in the Prospectus (as defined below) and an “Agent’s Message” (as defined below) is not delivered. If tender is being made by book-entry transfer, the holder must have an Agent’s Message delivered in lieu of this Letter of Transmittal.

Holders of Eligible Notes whose certificates for such Eligible Notes are not immediately available or who cannot deliver their certificates, this Letter of Transmittal or any other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Eligible Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus.

As used in this Letter of Transmittal, the term “holder” with respect to the Exchange Offer (as defined below) means any person in whose name Eligible Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or the book-entry transfer facility whose name appears on the security listing as the owner of the Eligible Notes.

The undersigned acknowledges receipt of the Prospectus dated , 2014 (as it may be amended or supplemented from time to time, the “Prospectus”) of Ingersoll-Rand Global Holding Company Limited, a Delaware corporation (the “Company”), Ingersoll-Rand Company, a New Jersey corporation (the “Co-obligor”), Ingersoll-Rand Public Limited Company, a company duly organized and existing under the laws of Ireland (“IR plc”), Ingersoll-Rand Company Limited, a company duly organized and existing under the laws of Bermuda (“IRCL”) and Ingersoll-Rand International Holding Limited, a company duly organized and existing under the laws of Bermuda (“IRIHL” and, together with IR plc and IRCL, the “Guarantors”), and this Letter of Transmittal (the “Letter of Transmittal”), which together constitute the Company’s offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $350,000,000 of the Company’s 2.875% Senior Notes due 2019 (the “2019 Notes”), $700,000,000 of the Company’s 4.250% Senior Notes due 2023 (the “2023 Notes”) and $500,000,000 of the Company’s 5.750% Senior Notes due 2043 (the “2043 Notes”), each issued on June 20, 2013 and guaranteed by the Guarantors, that were originally sold pursuant to a private offering (collectively, the “Eligible Notes”), for an equal principal amount of the Company’s 2.875% Senior Notes due 2019, 4.250% Senior Notes due 2023 and 5.750% Senior Notes due 2043, each guaranteed by the Guarantors, that have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (collectively, the “Exchange Notes”), respectively. The Eligible Notes are unconditionally guaranteed (the “Old Guarantees”) by the Guarantors and the Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Eligible Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this Letter of Transmittal, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Eligible Notes” include the related Old Guarantees.

For each Eligible Note accepted for exchange, the holder of such Eligible Note will receive an Exchange Note having a principal amount equal to that of the surrendered Eligible Note.

Interest on the 2019 Notes began accruing from June 20, 2013 at a rate of 2.875% per annum, payable semiannually in arrears on January 15 and July 15 of each year. Interest payments on the 2019 Notes commenced on January 15, 2014. Interest on the 2023 Notes and the 2043 Notes began accruing from June 20, 2013 at a rate of 4.250% per annum and 5.750% per annum, respectively, payable semiannually in arrears on June 15 and December 15 of each year. Interest payments on the 2023 Notes and the 2043 Notes commenced on December 15, 2013.

2

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT, WHOSE ADDRESS AND TELEPHONE NUMBER APPEAR ON THE FRONT PAGE OF THIS LETTER OF TRANSMITTAL.

The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action that the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND TH E PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.

List below the Eligible Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts of Eligible Notes should be listed on a separate signed schedule affixed hereto.

All Tendering Holders Complete Box 1:

3

Box 1* Description of Eligible Notes Tendered Herewith

Name(s) and Address(es) of Registered Holder(s)

(Please fill in, if blank, exactly as name(s) appear(s) on Certificate(s))

Series of Eligible Notes Being Tendered

Certificate or Registration

Number(s) of Eligible Notes**

Aggregate Principal Amount Represented

by Eligible Notes

Aggregate Principal Amount of Eligible

Notes Being Tendered***

Total: *If the space provided is inadequate, list the certificate numbers and principal amount of Eligible Notes on a separate signed

schedule and attach the list to this Letter of Transmittal **Need not be completed by book-entry holders.

*** The minimum permitted tender is $2,000 in principal amount. All tenders must be in a minimum denomination of $2,000 and integral multiples of $1,000 in excess of $2,000 in principal amount. Unless otherwise indicated in this column, the holder will be deemed to have tendered the full aggregate amount represented by such Eligible Notes. See instruction 2.

Holders of Eligible Notes that are tendering by book-entry transfer to the Exchange Agent’s account at DTC can execute the tender through DTC’s Automated Tender Offer Program (“ATOP”) for which the transaction will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptances to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Eligible Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, and the DTC participant confirms on behalf of itself and the beneficial owners of such Eligible Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Each DTC participant transmitting an acceptance of the Exchange Offer through the ATOP procedures will be deemed to have agreed to be bound by the terms of this Letter of Transmittal. Delivery of an Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

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Box 2 Book Entry Transfer

� CHECK HERE IF TENDERED ELIGIBLE NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

Box 3 Notice of Guaranteed Delivery

(See Instruction 1 below)

IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:

Box 4 Return of Non-Exchanged Eligible Notes

Tendered by Book-Entry Transfer

Box 5 Participating Broker-Dealer

If the undersigned is not a broker-dealer, the undersigned represents that it is acquiring the Exchange Notes in the ordinary course of business, it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes, it has no arrangement or understanding with any person to participate in a distribution of the

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� CHECK HERE IF ANY TENDERED ELIGIBLE NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):

Window Ticket Number (if any):

Name of Eligible Guarantor Institution that Guaranteed Delivery:

Date of Execution of Notice of Guaranteed Delivery:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

� CHECK HERE IF ELIGIBLE NOTES TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED ELIGIBLE NOTES ARE TO BE RETURNED BY CREDITING THE ACCOUNT NUMBER SET FORTH ABOVE.

� CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE ELIGIBLE NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE TEN (10) ADDITIONAL COPIES OF THE PROSPECTUS AND OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

Exchange Notes, and it is not an affiliate of the Company, the Co-obligor or the Guarantors within the meaning of Rule 405 of the Securities Act. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Eligible Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Eligible Notes acquired other than as a result of market-making activities or other trading activities. Any broker-dealer who purchased Eligible Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

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Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of the Eligible Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Eligible Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Eligible Notes as are being tendered herewith.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Company, in connection with the Exchange Offer) with respect to the tendered Eligible Notes, with full power of substitution and resubstitution (such power of attorney being deemed an irrevocable power coupled with an interest) to (1) deliver certificates representing such Eligible Notes, or transfer ownership of such Eligible Notes on the account books maintained by the book-entry transfer facility specified by the holder(s) of the Eligible Notes, together, in each such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, (2) present and deliver such Eligible Notes for transfer on the books of the Company and (3) receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such Eligible Notes, all in accordance with the terms of the Exchange Offer.

The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, exchange, assign and transfer the Eligible Notes tendered hereby, (b) when such tendered Eligible Notes are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and (c) the Eligible Notes tendered for exchange are not subject to any adverse claims or proxies when accepted by the Company. The undersigned hereby further represents that (i) any Exchange Notes acquired in exchange for Eligible Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, (ii) neither the holder of such Eligible Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes, (iii) neither the holder of such Eligible Notes nor any such other person is an “affiliate”, as such term is defined in Rule 405 under the Securities Act, of the Company or any Guarantor, (iv) if such holder is not a broker-dealer, it is not engaged in, and does not intend to engage, in the distribution of the Exchange Notes, and (v) if such holder is a broker-dealer, that it will receive the Exchange Notes for its own account in exchange for such Outstanding Notes that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such Exchange Notes. If the undersigned is a person in the United Kingdom, the undersigned represents that its ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business.

The undersigned also acknowledges that this Exchange Offer is being made based on the Company’s understanding of an interpretation by the staff of the Securities and Exchange Commission (the “SEC”) as set forth in no-action letters issued to third parties, including Morgan Stanley & Co. Incorporated (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling (available July 2, 1993), or similar no-action letters, that the Exchange Notes issued in exchange for the Eligible Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by each holder thereof (other than a broker-dealer who acquires such Exchange Notes directly from the Company for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such holder that is an “affiliate” of the Company, the Co-obligor or the Guarantors within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holder’s business and such holder is not engaged in, and does not intend to engage in, a distribution of such Exchange Notes and has no arrangement or understanding with any person to participate in the distribution of such Exchange Notes. If a holder of the Eligible Notes is an affiliate of the Company, the

7

Co-obligor or the Guarantors, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder (x) may not rely on the applicable interpretations of the staff of the SEC and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is a broker-dealer that will receive the Exchange Notes for its own account in exchange for the Eligible Notes, it represents that the Eligible Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Eligible Notes or transfer ownership of such Eligible Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Eligible Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Exchange and Registration Rights Agreement dated June 20, 2013, relating to the 2019 Notes, the Exchange and Registration Rights Agreement dated June 20, 2013, relating to the 2023 Notes and the Exchange and Registration Rights Agreement dated June 20, 2013, relating to the 2043 Notes, each among the Company, the guarantors named therein and Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several initial purchasers (the “Registration Rights Agreements”), and that the Company shall have no further obligations or liabilities thereunder except as provided in Section 6 of such agreements. The undersigned will comply with its obligations under the Registration Rights Agreements.

The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption “The Exchange Offer—Conditions to the Exchange Offer.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Eligible Notes tendered hereby and, in such event, the Eligible Notes not exchanged will be returned to the undersigned at the address shown above, promptly following the expiration or termination of the Exchange Offer. In addition, the Company may amend the Exchange Offer at any time prior to the Expiration Date if any of the conditions set forth under “The Exchange Offer—Conditions to the Exchange Offer” occur.

All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, administrators, trustees in bankruptcy and legal representatives of the undersigned. Tendered Eligible Notes may be withdrawn at any time prior to 5:00 P.M., New York City time, on the last business day on which the Exchange Offer remains open in accordance with the procedures set forth in the terms of this Letter of Transmittal.

Unless otherwise indicated herein in the box entitled “Special Registration Instructions” below, please deliver the Exchange Notes (and, if applicable, substitute certificates representing the Eligible Notes for any Eligible Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of the Eligible Notes, please credit the account indicated above. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the Exchange Notes (and, if applicable, substitute certificates representing the Eligible Notes for any Eligible Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Eligible Notes Tendered Herewith.”

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DE SCRIPTION OF ELIGIBLE NOTES TENDERED HEREWITH” ABOVE AND SIGNING THIS LETTER, WILL BE DE EMED TO HAVE TENDERED THE ELIGIBLE NOTES AS SET FORTH IN SUCH BOX.

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Box 6 SPECIAL REGISTRATION INSTRUCTIONS

(See Instructions 4 and 5)

To be completed ONLY if certificates for the Eligible Notes not tendered and/or certificates for the Exchange Notes are to be issued in the name of someone other than the registered holder(s) of the Eligible Notes whose name(s) appear(s) above.

Issue: � Eligible Notes not tendered to:

� Exchange Notes to:

Name(s): (Please Type or Print)

Address:

(Include Zip Code)

Daytime Area Code and Telephone Number.

Taxpayer Identification Number or Social Security Number:

Box 7 SPECIAL REGISTRATION INSTRUCTIONS

(See Instructions 4 and 5)

To be completed ONLY if certificates for the Eligible Notes not tendered and/or certificates for the Exchange Notes are to be issued in the name of someone other than the registered holder(s) of the Eligible Notes whose name(s) appear(s) above.

Issue: � Eligible Notes not tendered to:

� Exchange Notes to:


Address:

(Include Zip Code)

Daytime Area Code and Telephone Number.


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Box 8

TENDERING HOLDER(S) SIGN HERE (Complete accompanying Internal Revenue Service Form W-9 or applicable Form W-8)

Must be signed by the registered holder(s) (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Eligible Notes) of the Eligible Notes exactly as their name(s) appear(s) on the Eligible Notes hereby tendered or by any person(s) authorized to become the registered holder(s) by properly completed bond powers or endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 4.

GUARANTEE OF SIGNATURE(S) (If Required—See Instruction 4)

(Signature(s) of Holder(s))

Date:


Capacity (full title):

Address: (Including Zip Code)

Daytime Area Code and Telephone Number:


Authorized Signature:

Date:

Name:

Title:

Name of Firm:

Address of Firm: (Include Zip Code)

Area Code and Telephone Number:


Under penalties of perjury, I certify that:

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.

Form W-9

(Rev. August 2013) Department of the Treasury Internal Revenue Service

Request for Taxpayer Identification Number and Certification

Give Form to the requester. Do not send to the IRS.

Print or type See

Specific Instructions on page 2.

Name (as shown on your income tax return)

Business name/disregarded entity name, if different from above

Check appropriate box for federal tax classification: Exemptions (see instructions):

� Individual/sole proprietor � C Corporation � S Corporation � Partnership � Trust/estate Exempt payee code (if any)

� Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) u

� Other (see instructions) u

Exemption from FATCA reporting code (if any)

Address (number, street, and apt. or suite no.)

Requester’s name and address (optional)

City, state, and ZIP code

List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Social security number

- - Employer identification number

-

Part II Certification

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am

subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below), and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Sign Here

Signature of U.S. person u Date u

General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. The IRS has created a page on IRS.gov for information about Form W-9, at www.irs.gov/w9 . Information about any future developments affecting Form W-9 (such as legislation enacted after we release it) will be posted on that page.

Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, payments made to you in settlement of payment card and third party network transactions, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt

payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or

business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: � An individual who is a U.S. citizen or U.S. resident alien, � A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, � An estate (other than a foreign estate), or � A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

Cat. No. 10231X Form W-9 (Rev. 8-2013)

Form W-9 (Rev. 8-2013) Page

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In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States: � In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity, � In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust, and � In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the

saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items: 1. The treaty country. Generally, this must be the same treaty under which you

claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause

and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty

article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give

the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the Part II instructions on page

3 for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did

not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup

withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt

payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships on page 1.

What is FATCA reporting? The Foreign Account Tax Compliance Act (FATCA)

Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions Name If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in joint names, list first, and then circle, the name of the person or

entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name/disregarded entity name” line.

Partnership, C Corporation, or S Corporation. Enter the entity’s name on the “Name” line and any business, trade, or “doing business as (DBA) name” on the “Business name/disregarded entity name” line.

Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulation section 301.7701-2(c)(2)(iii). Enter the owner’s name on the “Name” line. The name of the entity entered on the “Name” line should never be a disregarded entity. The name on the “Name” line must be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on the “Name” line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on the “Business name/disregarded entity name” line. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Note. Check the appropriate box for the U.S. federal tax classification of the person whose name is entered on the “Name” line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

Limited Liability Company (LLC). If the person identified on the “Name” line is an LLC, check the “Limited liability company” box only and enter the appropriate code for the U.S. federal tax classification in the space provided. If you are an LLC that is treated as a partnership for U.S. federal tax purposes, enter “P” for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for C corporation or “S” for S corporation, as appropriate. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the “Name” line) is another LLC that is not disregarded for U.S. federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the “Name” line.

Other entities. Enter your business name as shown on required U.S. federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name/disregarded entity name” line.


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requires a participating foreign financial institution to report all United States account holders that are specified United States persons.

Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the Exemptions box, any code(s) that may apply to you. See Exempt payee code and Exemption from FATCA reporting code on page 3.

Exempt payee code. Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends. Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding. The following codes identify payees that are exempt from backup withholding: 1—An organization exempt from tax under section 501(a), any IRA, or a custodial

account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) 2—The United States or any of its agencies or instrumentalities 3—A state, the District of Columbia, a possession of the United States, or any of

their political subdivisions or instrumentalities 4—A foreign government or any of its political subdivisions, agencies, or

instrumentalities 5—A corporation 6—A dealer in securities or commodities required to register in the United States,

the District of Columbia, or a possession of the United States 7—A futures commission merchant registered with the Commodity Futures

Trading Commission 8—A real estate investment trust 9—An entity registered at all times during the tax year under the Investment

Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 11—A financial institution 12—A middleman known in the investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described in section 4947

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A—An organization exempt from tax under section 501(a) or any individual

retirement plan as defined in section 7701(a)(37) B—The United States or any of its agencies or instrumentalities C—A state, the District of Columbia, a possession of the United States, or any of

their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more

established securities markets, as described in Reg. section 1.1472-1(c)(1)(i) E—A corporation that is a member of the same expanded affiliated group as a

corporation described in Reg. section 1.1472-1(c)(1)(i)

IF the payment is for . . .

THEN the payment is exempt for . . .

Interest and dividend payments All exempt payees except for 7 Broker transactions

Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.

Barter exchange transactions and patronage dividends

Exempt payees 1 through 4

Payments over $600 required to be reported and direct sales over $5,000 1

Generally, exempt payees 1 through 5 2

Payments made in settlement of payment card or third party network transactions

Exempt payees 1 through 4

1 See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I—A common trust fund as defined in section 584(a) J—A bank as defined in section 581 K—A broker L—A trust exempt from tax under section 664 or described in section 4947(a)(1) M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or

EIN. However, the IRS prefers that you use your SSN. If you are a single-member LLC that is disregarded as an entity separate from its

owner (see Limited Liability Company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/ businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676). If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and

write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign

(when required). In the case of a disregarded entity, the person identified on the “Name” line must sign. Exempt payees, see Exempt payee code earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and

broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983

and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out

item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign

the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to

Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.


4

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G—A real estate investment trust

corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured

property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual The individual 2.

Two or more individuals (joint account)

The actual owner of the account or, if combined funds, the first individual on the account 1

3.

Custodian account of a minor (Uniform Gift to Minors Act)

The minor 2

4.

a. The usual revocable savings trust (grantor is also trustee)

The grantor-trustee 1

b. So-called trust account that is not a legal or valid trust under state law

The actual owner 1

5.

Sole proprietorship or disregarded entity owned by an individual

The owner 3

6.

Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))

The grantor *

For this type of account: Give name and EIN of: 7.

Disregarded entity not owned by an individual

The owner

8. A valid trust, estate, or pension trust Legal entity 4

9.

Corporation or LLC electing corporate status on Form 8832 or Form 2553

The corporation

10.

Association, club, religious, charitable, educational, or other tax-exempt organization

The organization

11. Partnership or multi-member LLC The partnership 12. A broker or registered nominee The broker or nominee 13.

Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments

The public entity

14.

Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))

The trust

1

List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

2

Circle the minor’s name and furnish the minor’s SSN.

3

You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

4

List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

* Note. Grantor also must provide a Form W-9 to trustee of trust.

Secure Your Tax Records from Identity Theft Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: � Protect your SSN, � Ensure your employer is protecting your SSN, and � Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from

the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think

you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more information, see Publication 4535, Identity Theft Prevention and

Victim Assistance. Victims of identity theft who are experiencing economic harm or a system

problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails. Also, the IRS

does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this

message to [email protected] . You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: [email protected] or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338). Visit IRS.gov to learn more about identity theft and how to reduce your risk.

INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXC HANGE OFFER

General

Please do not send certificates for Eligible Notes directly to the Company. Your certificates for Eligible Notes, together with your signed and completed Letter of Transmittal and any required supporting documents, should be mailed or otherwise delivered to the Exchange Agent at the address set forth on the first page hereof. The method of delivery of Eligible Notes, this Letter of Transmittal and all other required documents is at your sole option and risk and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight or hand delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

1. Delivery of this Letter of Transmittal and Certific ates; Guaranteed Delivery Procedures . A holder of Eligible Notes (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Eligible Notes) may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Eligible Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, (ii) complying with the procedure for book-entry transfer described below or (iii) complying with the guaranteed delivery procedures described below.

Holders who wish to tender their Eligible Notes and (i) whose Eligible Notes are not immediately available or (ii) who cannot deliver their Eligible Notes, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot comply with the book-entry transfer procedures on a timely basis, must tender their Eligible Notes pursuant to the guaranteed delivery procedure set forth in “The Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus and by completing Box 3. Holders may tender their Eligible Notes if: (i) the tender is made by or through an Eligible Guarantor Institution (as defined below); (ii) the Exchange Agent receives from such Eligible Guarantor Institution, on or prior to the Expiration Date, either a properly completed and duly executed Notice of Guaranteed Delivery in the form provided with this Letter of Transmittal (by facsimile transmission, mail or hand delivery) or a properly transmitted Agent’s Message and Notice of Guaranteed Delivery that (a) sets forth the name and address of the holder of Eligible Notes, if applicable, the certificate number(s) of the Eligible Notes to be tendered and the principal amount of Eligible Notes tendered; (b) states that the tender is being made thereby; and (c) guarantees that, within three New York Stock Exchange trading days after the Expiration Date, the Letter of Transmittal, or a facsimile thereof, together with the Eligible Notes or a book-entry confirmation, and any other documents required by the Letter of Transmittal, will be deposited by the Eligible Guarantor Institution with the Exchange Agent; and (iii) the Exchange Agent receives a properly completed and executed Letter of Transmittal, or facsimile thereof, together with the certificate(s) representing all tendered Eligible Notes in proper form or a confirmation of book-entry transfer of the Eligible Notes into the Exchange Agent’s account at DTC and all other documents required by this Letter of Transmittal within three New York Stock Exchange trading days after the Expiration Date.

Any Holder who wishes to tender Eligible Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Eligible Notes prior to the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by a holder who attempted to use the guaranteed delivery procedures.

No alternative, conditional, irregular or contingent tenders will be accepted. Each tendering holder, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Eligible Notes for exchange.

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2. Partial Tenders; Withdrawals . Tenders of Eligible Notes will be accepted only in the principal amount of $2,000 and integral multiples of $1,000 in excess thereof. If less than the entire principal amount of Eligible Notes evidenced by a submitted certificate is tendered, the tendering holder(s) must fill in the aggregate principal amount of Eligible Notes tendered in the appropriate column in Box 1 above. A newly issued certificate for the Eligible Notes submitted but not tendered will be sent to such holder promptly after the Expiration Date, unless otherwise provided in the appropriate box on this Letter of Transmittal. All Eligible Notes delivered to the Exchange Agent will be deemed to have been tendered in full unless otherwise clearly indicated. Eligible Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the 5:00 P.M., New York City time, on the last business day on which the Exchange Offer remains open, after which tenders of Eligible Notes are irrevocable.

To be effective with respect to the tender of Eligible Notes, a written notice of withdrawal (which may be by telegram, telex, facsimile or letter) must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Company notifies the Exchange Agent that it has accepted the tender of Eligible Notes pursuant to the Exchange Offer; (ii) specify the name of the person who tendered the Eligible Notes to be withdrawn; (iii) identify the Eligible Notes to be withdrawn (including the principal amount of such Eligible Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Eligible Notes and the principal amount of Eligible Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Eligible Notes exchanged; (v) specify the name in which any such Eligible Notes are to be registered, if different from that of the withdrawing holder; and (vi) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). If certificates for Outstanding Notes have been delivered or otherwise identified to the Exchange Agent, then, prior to the release of such certificates, the holder must also submit (a) the serial numbers of the particular certificates to be withdrawn and (b) a signed notice of withdrawal with signatures guaranteed by an Eligible Guarantor Institution unless the holder is an Eligible Guarantor Institution. The Exchange Agent will return the properly withdrawn Eligible Notes promptly following receipt of notice of withdrawal. If Eligible Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Eligible Notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity, form and eligibility of notices of withdrawals, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties.

Any Eligible Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Eligible Notes which have been tendered for exchange but which are not accepted for exchange for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Eligible Notes tendered by book-entry transfer into the Exchange Agent’s account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Eligible Notes will be credited to an account with such book-entry transfer facility specified by the holder) promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Eligible Notes may be retendered by following one of the procedures described under the caption “The Exchange Offers—Procedures for Tendering” in the Prospectus at any time prior to the Expiration Date.

Neither the Issuer, any affiliate or assigns of the Issuer, the Exchange Agent nor any other person will be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification (even if such notice is given to other persons).

3. Beneficial Owner Instructions . Only a holder of Eligible Notes (i.e., a person in whose name Eligible Notes are registered on the books of the registrar or, or, in the case of Eligible Notes held through book-entry, such book-entry transfer facility specified by the holder), or the legal representative or attorney-in-fact of a holder, may execute and deliver this Letter of Transmittal. Any beneficial owner of Eligible Notes who wishes to accept the Exchange Offer must arrange promptly for the appropriate holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the appropriate holder of the “Instructions to Registered Holder from Beneficial Owner” form accompanying this Letter of Transmittal.

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4. Signature on this Letter of Transmittal; Written In struments and Endorsements; Guarantee of Signatures . If this Letter of Transmittal is signed by the registered holder(s) (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Eligible Notes) of the Eligible Notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of the certificates (or on such security listing) without alteration, addition, enlargement or any change whatsoever.

If any of the Eligible Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If a number of Eligible Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal (or facsimiles thereof) as there are different registrations of Eligible Notes.

When this Letter of Transmittal is signed by the registered holder(s) of Eligible Notes (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Eligible Notes) listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required. If, however, this Letter of Transmittal is signed by a person other than the registered holder(s) of the Eligible Notes listed or the Exchange Notes are to be issued, or any untendered Eligible Notes are to be reissued, to a person other than the registered holder(s) of the Eligible Notes, such Eligible Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Company and duly executed by the registered holder, in each case signed exactly as the name or names of the registered holder(s) appear(s) on the Eligible Notes and the signatures on such instruments must be guaranteed by an Eligible Guarantor Institution. If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, submit proper evidence satisfactory to the Company, in its sole discretion, of such persons’ authority to so act.

Endorsements on certificates for the Eligible Notes or signatures on bond powers required by this instruction 4 must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Guarantor Institution”).

Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Eligible Notes are tendered: (i) by a registered holder (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Eligible Notes) who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution.

5. Special Registration and Delivery Instructions . Tendering holders should indicate, in the applicable Box 6 or Box 7, the name and address in/to which the Exchange Notes and/or certificates for Eligible Notes not exchanged are to be issued or sent, if different from the name(s) and address(es) of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification number or social security number of the person named must also be indicated. A holder tendering the Eligible Notes by book-entry transfer may request that the Eligible Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate. See Box 4.

If no such instructions are given, the Exchange Notes (and any Eligible Notes not tendered or not accepted) will be issued in the name of and sent to the holder signing this Letter of Transmittal or deposited into such holder’s account at the applicable book-entry transfer facility.

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6. Transfer Taxes . The Company shall pay all transfer taxes, if any, applicable to the transfer and exchange of the Eligible Notes to it or its order pursuant to the Exchange Offer. If, however, the Exchange Notes are delivered to or issued in the name of a person other than the registered holder, or if a transfer tax is imposed for any reason other than the transfer and exchange of Eligible Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Eligible Notes listed in this Letter of Transmittal.

7. Waiver of Conditions . The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

8. Mutilated, Lost, Stolen or Destroyed Securities . Any holder whose Eligible Notes have been mutilated, lost, stolen or destroyed, should promptly contact the Exchange Agent at the address set forth on the first page hereof for further instructions. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been completed.

9. No Conditional Tenders; No Notice of Irregularities . No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Eligible Notes for exchange. The Company reserves the right, in its reasonable judgment, to waive any defects, irregularities or conditions of tender as to particular Eligible Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Eligible Notes must be cured within such time as the Company shall determine. Although the Company intends to notify holders of defects or irregularities with respect to tenders of Eligible Notes, neither the Company, the Exchange Agent nor any other person is under any obligation to give such notice nor shall they incur any liability for failure to give such notification. Tenders of Eligible Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Eligible Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holder promptly following the Expiration Date.

10. Requests for Assistance or Additional Copies . Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth on the first page hereof.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMIL E OR COPY THEREOF (TOGETHER WITH CERTIFICATES OF ELIGIBLE NOTES OR CONFIRMATION OF B OOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

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IMPORTANT TAX INFORMATION

Under U.S. federal income tax law, a tendering holder whose Eligible Notes are accepted for exchange may be subject to backup withholding unless the holder provides the Exchange Agent with either (i) such holder’s correct taxpayer identification number (“TIN”) on the Internal Revenue Service (“IRS”) Form W-9 attached hereto, certifying (A) that the TIN provided on IRS Form W-9 is correct (or that such holder of Eligible Notes is awaiting a TIN), (B) that the holder of Eligible Notes is not subject to backup withholding because (x) such holder of Eligible Notes is exempt from backup withholding, (y) such holder of Eligible Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Eligible Notes that he or she is no longer subject to backup withholding and (C) that the holder of Eligible Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Eligible Notes is an individual, the TIN is such holder’s social security number. If the Exchange Agent is not provided with the correct TIN, the holder of Eligible Notes may also be subject to certain penalties imposed by the Internal Revenue Service and any reportable payments that are made to such holder may be subject to backup withholding (see below).

Certain holders of Eligible Notes (including, among others, generally all corporations and certain foreign holders) are not subject to these backup withholding and reporting requirements. However, exempt holders of Eligible Notes should indicate their exempt status on the IRS Form W-9 by writing “Exempt” in Part 2 of the Form. For example, a corporation should complete the IRS Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign holder to qualify as an exempt recipient, the holder must submit a Form W-8BEN or Form W-8BEN-E (or other applicable Form W-8), signed under penalties of perjury, attesting to that holder’s exempt status. A Form W-8BEN or Form W-8BEN-E (or other applicable Form W-8) can be obtained from the Exchange Agent or the Internal Revenue Service website at www.irs.gov. Holders are encouraged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

If backup withholding applies, the Exchange Agent is required to withhold 28% of any reportable payments made to the holder of Eligible Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the required information is furnished. The Exchange Agent cannot refund amounts withheld by reason of backup withholding.

A holder who does not have a TIN may write “Applied For” in the space for the TIN on the IRS Form W-9 if the surrendering holder of Eligible Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. Notwithstanding that “Applied For” is written in the appropriate space on the IRS Form W-9, the Exchange Agent will withhold 28% of all reportable payments made prior to the time a properly certified TIN is provided to the Exchange Agent and, if the Exchange Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service. The holder of Eligible Notes is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Eligible Notes. If the Eligible Notes are in more than one name or are not in the name of the actual owner, consult the instructions to the IRS Form W-9 for additional guidance on which number to report.

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Exhibit 99.2


OFFER TO EXCHANGE

ALL OUTSTANDING PRIVATELY PLACED 2.875% SENIOR NOTE S DUE 2019 ISSUED ON JUNE 20, 2013 FOR AN EQUAL AMOUNT OF ITS 2.875% SENIOR NOTES DUE 2019 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF

1933, AS AMENDED


1933, AS AMENDED

AND


1933, AS AMENDED

, 2014

To Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees:

As described in the enclosed Prospectus, dated , 2014 (as the same may be amended or supplemented from time to time, the “Prospectus”), and Letter of Transmittal (the “Letter of Transmittal”), Ingersoll-Rand Global Holding Company Limited, a Delaware corporation (the “Company”), Ingersoll-Rand Company, a New Jersey corporation (the “Co-obligor”), Ingersoll-Rand Public Limited Company, a company duly organized and existing under the laws of Ireland (“IR plc”), Ingersoll-Rand Company Limited, a company duly organized and existing under the laws of Bermuda (“IRCL”) and Ingersoll-Rand International Holding Limited, a company duly organized and existing under the laws of Bermuda (“IRIHL” and, together with IR plc and IRCL, the “Guarantors”), are offering to exchange (the “Exchange Offer”) up to $350,000,000 aggregate principal amount of the Company’s 2.875% Senior Notes due 2019, $700,000,000 aggregate principal amount of the Company’s 4.250% Senior Notes due 2023 and $500,000,000 of the Company’s 5.750% Senior Notes due 2043, each of which have been registered under the Securities Act of 1933, as amended, as guaranteed by the Guarantors (collectively, the “Exchange Notes”), for any and all of its outstanding 2.875% Senior Notes due 2019, 4.250% Senior Notes due 2023 and 5.750% Senior Notes due 2043, respectively, each issued on June 20, 2013, guaranteed by the Guarantors (collectively, the “Eligible Notes”) in denominations of $2,000 and any integral multiples of $1,000 in excess thereof upon the terms and subject to the conditions of the enclosed Prospectus and related Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Eligible Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof. The Eligible Notes are unconditionally guaranteed (the “Old Guarantees”) by the Guarantors, and the Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Eligible Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Eligible Notes” include the related Old Guarantees. The Company will accept for exchange any and all Eligible Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WH OM YOU HOLD ELIGIBLE NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE. PLEASE BRING THE EXCHANGE OFFER TO THEIR ATTENTION AS PROMPTLY AS POSSIBLE.

Enclosed are copies of the following documents:

Your prompt action is requested. Please note that the Exchange Offer will expire at the end of the day, at 12:00 a.m. midnight, New York City time, on , 2014 (the “Expiration Date”), unless the Company otherwise extends the Exchange Offer.

To participate in the Exchange Offer, certificates for Eligible Notes, together with a duly executed and properly completed Letter of Transmittal or facsimile thereof, or a timely confirmation of a book-entry transfer of such Eligible Notes into the account of The Bank of New York Mellon (the “Exchange Agent”), at the book-entry transfer facility, with any required signature guarantees, and any other required documents, must be received by the Exchange Agent by the Expiration Date as indicated in the Prospectus and the Letter of Transmittal.

The Company will not pay any fees or commissions to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of the Eligible Notes pursuant to the Exchange Offer. However, the Company will pay or cause to be paid any transfer taxes, if any, applicable to the tender of the Eligible Notes to it or its order, except as otherwise provided in the Prospectus and Letter of Transmittal.

If holders of the Eligible Notes wish to tender, but it is impracticable for them to forward their Eligible Notes, the Letter of Transmittal or any other required documents prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus and in the Letter of Transmittal.

Any inquiries you may have with respect to the Exchange Offer should be addressed to the Exchange Agent its address and telephone number set forth in the enclosed Prospectus and Letter of Transmittal. Additional copies of the enclosed materials may be obtained from the Exchange Agent.

Very truly yours,


NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN.

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1. The Prospectus;

2. The Letter of Transmittal for your use in connection with the tender of Eligible Notes and for the information of your clients, including an Internal Revenue Service Form W-9 (providing information relating to U.S. federal income tax backup withholding);

3. A form of Notice of Guaranteed Delivery; and

4. A form of letter, including a Letter of Instructions to a registered holder from a beneficial holder, which you may use to correspond

with your clients for whose accounts you hold Eligible Notes that are registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions regarding the Exchange Offer.

Exhibit 99.3


OFFER TO EXCHANGE


1933, AS AMENDED


1933, AS AMENDED

AND


1933, AS AMENDED

, 2014

To Our Clients:

Enclosed for your consideration are a Prospectus, dated , 2014 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) by Ingersoll-Rand Global Holding Company Limited, a Delaware corporation (the “Company”), Ingersoll-Rand Company, a New Jersey corporation (the “Co-obligor”), Ingersoll-Rand Public Limited Company, a company duly organized and existing under the laws of Ireland (“IR plc”), Ingersoll-Rand Company Limited, a company duly organized and existing under the laws of Bermuda (“IRCL”) and Ingersoll-Rand International Holding Limited, a company duly organized and existing under the laws of Bermuda (“IRIHL” and, together with IR plc and IRCL, the “Guarantors”), to exchange (the “Exchange Offer”) up to $350,000,000 aggregate principal amount of the Company’s 2.875% Senior Notes due 2019, $700,000,000 aggregate principal amount of the Company’s 4.250% Senior Notes due 2023 and $500,000,000 of the Company’s 5.750% Senior Notes due 2043, each of which have been registered under the Securities Act of 1933, as amended, as guaranteed by the Guarantors (collectively, the “Exchange Notes”), for any and all of its outstanding 2.875% Senior Notes due 2019, 4.250% Senior Notes due 2023 and 5.750% Senior Notes due 2043, respectively, each issued on June 20, 2013, guaranteed by the Guarantors (collectively, the “Eligible Notes”) in denominations of $2,000 and any integral multiples of $1,000 in excess thereof upon the terms and subject to the conditions of the enclosed Prospectus and the enclosed Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Eligible Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof, upon the terms and subject to the conditions of the enclosed Prospectus and the related Letter of Transmittal. The Eligible Notes are unconditionally guaranteed (the “Old Guarantees”) by the Guarantors, and the Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Eligible Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Eligible Notes” include the related Old Guarantees. The Company will accept for exchange any and all Eligible Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT THE END OF THE DAY, AT 12:00 A.M. MIDNIGHT, NEW YORK CITY TIME, ON , 2014 (THE “EXPIRATION DATE”), UNLESS THE COMPANY EXTENDS THE EXCHANGE OFFER.

The enclosed materials are being forwarded to you as the beneficial owner of the Eligible Notes held by us for your account but not registered in your name. A tender of such Eligible Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Eligible Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender their Eligible Notes in the Exchange Offer.

Accordingly, we request instructions as to whether you wish to tender any or all such Eligible Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. If you wish to have us tender any or all of your Eligible Notes, please so instruct us by completing, signing and returning to us the “Instructions to Registered Holder from Beneficial Owner” form that appears below. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us as to whether or not to tender your Eligible Notes.

The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender Eligible Notes held by us and registered in our name for your account or benefit.

If we do not receive written instructions in accordance with the below and the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Eligible Notes on your account.

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INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL O WNER

The undersigned beneficial owner acknowledges receipt of your letter and the accompanying Prospectus dated , 2014 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) by Ingersoll-Rand Global Holding Company Limited, a Delaware corporation (the “Company”), Ingersoll-Rand Company, a New Jersey corporation (the “Co-obligor”), Ingersoll-Rand Public Limited Company, a company duly organized and existing under the laws of Ireland (“IR plc”), Ingersoll-Rand Company Limited, a company duly organized and existing under the laws of Bermuda (“IRCL”) and Ingersoll-Rand International Holding Limited, a company duly organized and existing under the laws of Bermuda (“IRIHL” and, together with IR plc and IRCL, the “Guarantors”) to exchange up to $350,000,000 aggregate principal amount of the Company’s 2.875% Senior Notes due 2019, $700,000,000 aggregate principal amount of the Company’s 4.250% Senior Notes due 2023 and $500,000,000 of the Company’s 5.750% Senior Notes due 2043, each of which have been registered under the Securities Act of 1933, as amended, as guaranteed by the Guarantors (collectively, the “Exchange Notes”), for any and all of its outstanding 2.875% Senior Notes due 2019, 4.250% Senior Notes due 2023 and 5.750% Senior Notes due 2043, respectively, each issued on June 20, 2013, guaranteed by the Guarantors (collectively, the “Eligible Notes”), upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. Capitalized terms used by not defined herein have the meanings ascribed to them in the Prospectus.

This will instruct you, the registered holder, to tender the principal amount of the Eligible Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.

If the undersigned instructs you to tender the Eligible Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Eligible Notes, including but not limited to the representations that the undersigned (i) is not an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company, the Co-obligor or the Guarantors, (ii) is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of Exchange Notes, (iii) is acquiring the Exchange Notes in the ordinary course of its business and (iv) is not a broker-dealer tendering Eligible Notes acquired for its own account directly from the Company. If a holder of the Eligible Notes is an affiliate of the Company, the Co-obligor or the Guarantors, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with any person with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission relating to exemptions from the registration and prospectus delivery requirements of the Securities Act and must comply with such requirements in connection with any secondary resale transaction.

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Principal Amount Held for Account Holder(s)

Principal Amount to be Tendered*

* Unless otherwise indicated, the entire principal amount held for the account of the undersigned will be tendered.

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SIGN HERE

Dated: , 2013

Signature(s):

Print Name(s):

Address: (Please include Zip Code)

Telephone Number (Please include Area Code)

Tax Identification Number or Social Security Number:

My Account Number With You:

Exhibit 99.4


NOTICE OF GUARANTEED DELIVERY

OFFER TO EXCHANGE


1933, AS AMENDED


1933, AS AMENDED

AND


1933, AS AMENDED

This form, or one substantially equivalent hereto, must be used to accept the Exchange Offer made by Ingersoll-Rand Global Holding Company Limited, a Delaware corporation (the “Company”), Ingersoll-Rand Company, a New Jersey corporation (the “Co-obligor”) and the Guarantors, pursuant to the Prospectus, dated , 2014 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”) if the certificates for the Eligible Notes are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to the end of the day, at 12:00 a.m. midnight, New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to The Bank of New York Mellon (the “Exchange Agent”) as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender the Eligible Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date of the Exchange Offer. Capitalized terms not defined herein have the meanings ascribed to them in the Letter of Transmittal.

The Exchange Agent is:


By Registered or Certified Mail: By Regular Mail:



Corporation


Corporation


Corporation Corporate Trust Operations Corporate Trust Operations Corporate Trust Operations

Reorganization Unit Reorganization Unit Reorganization Unit 111 Sanders Creek Parkway 111 Sanders Creek Parkway 111 Sanders Creek Parkway East Syracuse, NY 13057 East Syracuse, NY 13057 East Syracuse, NY 13057

Attention: Christopher Landers Attention: Christopher Landers Attention: Christopher Landers


(732) 667-9408

Telephone Inquiries: (315) 414-3362

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO A N ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THA N AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space in Box 8 provided on the Letter of Transmittal for Guarantee of Signatures.


Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Eligible Notes indicated below, pursuant to the guaranteed delivery procedures described in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus.

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Certificate Number(s) (if known) of Eligible

Notes or Account Number at Book-Entry

Transfer Facility

Aggregate Principal Amount Represented by Eligible Notes

Aggregate Principal Amount of Eligible Notes Being Tendered

PLEASE COMPLETE AND SIGN

(Signature(s) of Record Holder(s))

(Please Type or Print Name(s) of Record Holder(s))

Dated: , 2014

Address: (Zip Code)

(Daytime Area Code and Telephone No.)

� Check this Box if the Eligible Notes will be delivered by book-entry transfer to The Depository Trust Company.

Account Number:

THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.

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The undersigned, a member of a recognized signature medallion program or an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby (a) represents that the above person(s) “own(s)” the Eligible Notes tendered hereby within the meaning of Rule 14e-4(b)(2) under the Exchange Act, (b) represents that the tender of those Eligible Notes complies with Rule 14e-4 under the Exchange Act, and (c) guarantees to deliver to the Exchange Agent, at its address set forth in the Notice of Guaranteed Delivery, the certificates representing all tendered Eligible Notes, in proper form for transfer, or a book-entry confirmation (a confirmation of a book-entry transfer of the Eligible Notes into the Exchange Agent’s account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three (3) New York Stock Exchange trading days after the Expiration Date.

GUARANTEE OF DELIVERY

(Not to be used for signature guarantee)

Name of Firm: (Authorized Signature)

Address: (Zip Code)

Area Code and Tel. No.:

Name: (Please Type or Print)

Title:

Dated: , 2013

NOTE:

DO NOT SEND ELIGIBLE NOTES WITH THIS NOTICE OF GUAR ANTEED DELIVERY. ELIGIBLE NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth on the cover page hereof prior to the Expiration Date of the Exchange Offer. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the holders and the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that the holders use an overnight or hand delivery service, properly insured. If such delivery is by mail, it is recommended that the holders use properly insured, registered mail with return receipt requested. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of Transmittal. No Notice of Guaranteed Delivery should be sent to the Company.

If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Eligible Notes referred to herein, the signatures must correspond with the name(s) written on the face of the Eligible Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Eligible Notes listed, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appear(s) on the Eligible Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by the Company, evidence satisfactory to the Company of his or her authority so to act must be submitted with this Notice of Guaranteed Delivery.

Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address set forth on the cover hereof. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

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1. Delivery of this Notice of Guaranteed Delivery.

2. Signatures on this Notice of Guaranteed Delivery.

3. Questions and Requests for Assistance or Additional Copies.