Gardner Denver Announces Pricing of its Secondary Public Offering

MILWAUKEE--()--Gardner Denver Holdings, Inc. (NYSE: GDI) (“Gardner Denver”) today announced the pricing of the previously announced underwritten secondary offering by certain stockholders (the “Selling Stockholders”), including investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”), of 26,550,851 shares of common stock of Gardner Denver pursuant to a registration statement filed by Gardner Denver with the U.S. Securities and Exchange Commission (the “SEC”), at the public offering price of $31.00 per share. KKR has granted the underwriters a 30-day option to purchase up to an additional 3,982,627 shares. No shares are being sold by Gardner Denver. The Selling Stockholders will receive all of the proceeds from this offering. The offering is expected to close on May 7, 2018, subject to customary closing conditions.

Goldman Sachs & Co. LLC, Citigroup, KKR Capital Markets, Simmons & Company International (Energy Specialists of Piper Jaffray), UBS Investment Bank, Baird, Credit Suisse, Deutsche Bank Securities, Houlihan Lokey, J.P. Morgan, William Blair and Stifel are acting as bookrunners of the offering, and Credit Agricole CIB, HSBC, Macquarie Capital and Mizuho Securities are acting as co-managers of the offering.

A registration statement, including a prospectus, relating to the offering of shares of the common stock of Gardner Denver has been declared effective by the SEC. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering of these securities will be made only by means of a prospectus. Copies of the prospectus may be obtained from Goldman Sachs & Co. LLC, Prospectus Department at 200 West Street, New York, NY 10282 or by telephone at 866-471-2526 or by facsimile at 212-902-9316, or by email at prospectus-ny@ny.email.gs.com; or Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (800) 831-9146.

Forward Looking Statements

This press release includes certain disclosures which contain “forward-looking statements.” You can identify forward-looking statements because they contain words such as “believes” and “expects.” Forward-looking statements are based on Gardner Denver’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in our filings with the SEC, including our registration statement on Form S-1, as amended from time to time, under the caption “Risk Factors.”

Contacts

Gardner Denver Holdings, Inc.
Media & Investor Relations Contact
Vikram Kini
(414) 212-4753
vikram.kini@gardnerdenver.com

Contacts

Gardner Denver Holdings, Inc.
Media & Investor Relations Contact
Vikram Kini
(414) 212-4753
vikram.kini@gardnerdenver.com