nVent Finance Prices Private Offering of Senior Notes
March 12 2018 - 6:42PM
LONDON, United Kingdom - March 12, 2018 - Pentair
plc (NYSE: PNR) ("Pentair") announced today, in connection with the
planned separation of its Electrical business through a spin-off of
nVent Electric plc ("nVent"), that nVent Finance S.à r.l ("nVent
Finance"), a subsidiary of Pentair that will become a subsidiary of
nVent at the time of the completion of the separation, agreed to
sell $300 million of 3.950% senior notes due 2023 and $500 million
of 4.550% senior notes due 2028 (collectively, the
"Notes").
The Notes will be guaranteed on an unsecured and
unsubordinated basis by nVent and will initially be guaranteed on
an unsecured and unsubordinated basis by Pentair and Pentair
Investments Switzerland GmbH ("Pentair Investments"), a subsidiary
of Pentair. The Pentair and Pentair Investments guarantees of the
Notes will terminate upon completion of the separation. The closing
of the private offering is expected to occur on March 26, 2018,
subject to the satisfaction of customary closing conditions.
nVent Finance intends to use the net proceeds of the sale of the
Notes to make payments to Pentair as partial consideration for the
contribution of assets of the Electrical business to nVent Finance
by Pentair in connection with the separation, to pay related fees
and expenses and for general corporate purposes.
This press release does not constitute an offer to
sell or the solicitation of an offer to buy any of the Notes or any
other securities, nor will there be any sale of the Notes or any
other securities in any state or other 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
other jurisdiction.
The Notes are being offered and sold in reliance
on an exemption from the registration requirements provided by Rule
144A under the Securities Act of 1933, as amended (the "Securities
Act"), and to investors outside the United States pursuant to
Regulation S under the Securities Act. None of the Notes and
such guarantees have been registered under the Securities Act or
the securities laws of any state or other jurisdiction, and the
Notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and the securities laws of any
applicable state or other jurisdiction.
CAUTION CONCERNING
FORWARD-LOOKING STATEMENTS
This press release contains statements that we
believe to be "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical fact are
forward-looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets,"
"plans," "believes," "expects," "intends," "will," "likely," "may,"
"anticipates," "estimates," "projects," "should," "would,"
"positioned," "strategy," "future" or words, phrases or terms of
similar substance or the negative thereof, are forward-looking
statements. These forward-looking statements are not guarantees of
future performance and are subject to risks, uncertainties,
assumptions and other factors, some of which are beyond our
control, which could cause actual results to differ materially from
those expressed or implied by such forward-looking statements.
These factors include the ability to satisfy the necessary
conditions to consummate the planned separation of our Water
business and Electrical business into two independent,
publicly-traded companies (the "Proposed Separation") on a timely
basis or at all; the ability to successfully separate the Water and
Electrical businesses and realize the anticipated benefits from the
Proposed Separation; adverse effects on the Water and Electrical
business operations or financial results and the market price of
our shares as a result of the announcement or consummation of the
Proposed Separation; unanticipated transaction expenses, such as
litigation or legal settlement expenses; failure to obtain tax
rulings or changes in tax laws; changes in capital market
conditions; the impact of the Proposed Separation on our employees,
customers and suppliers; overall global economic and business
conditions impacting the Water and Electrical businesses; future
opportunities that our board may determine present greater
potential to increase shareholder value; the ability of the Water
and Electrical businesses to operate independently following the
Proposed Separation; the ability to achieve the benefits of our
restructuring plans; the ability to successfully identify, finance,
complete and integrate acquisitions; competition and pricing
pressures in the markets we serve; the strength of housing and
related markets; volatility in currency exchange rates and
commodity prices; inability to generate savings from excellence in
operations initiatives consisting of lean enterprise, supply
management and cash flow practices; increased risks associated with
operating foreign businesses; the ability to deliver backlog and
win future project work; failure of markets to accept new product
introductions and enhancements; the impact of changes in laws and
regulations, including those that limit U.S. tax benefits; the
outcome of litigation and governmental proceedings; and the ability
to achieve our long-term strategic operating goals. Additional
information concerning these and other factors is contained in our
filings with the SEC, including in our Annual Report on Form 10-K
for the year ended December 31, 2017. All forward-looking
statements speak only as of the date of this press release. Pentair
plc assumes no obligation, and disclaims any obligation, to update
the information contained in this press release.
ABOUT PENTAIR PLC
Pentair plc (NYSE: PNR) is a global company
dedicated to building a safer, more sustainable world.
Pentair delivers industry leading products, services and solutions
that help people make the best use of the resources they rely on
most. Its technology moves the world forward by ensuring that
water is plentiful, useful and pure, and that critical equipment
and those near it are protected. With 2017 revenues of $4.9
billion, Pentair employs approximately 18,400 people worldwide.
###
Pentair contacts:
Jim
Lucas
Vice President, Investor Relations and
Treasury
Tel:
763-656-5575
E-mail: jim.lucas@pentair.com
Marybeth Thorsgaard
Vice President, Corporate Communications
Tel.: 763-656-5580
E-mail: marybeth.thorsgaard@pentair.com
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Pentair plc via Globenewswire
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