LONDON, United Kingdom - May 11, 2017 - Pentair
plc (NYSE: PNR) ("Pentair") announced today that certain of its
subsidiaries have commenced a cash tender offer (the "Tender
Offer") for certain series of outstanding notes specified below
(the "Notes"). The terms and conditions of the Tender Offer are
described in an Offer to Purchase and Solicitations of Consents
(the "Offer to Purchase") and the related Consent and Letter of
Transmittal (the "Letter of Transmittal"), each dated May 11,
2017.
Pentair Finance S.A. and Pentair, Inc. (each, an
"Offeror" and together, the "Offerors") are offering to purchase
for cash the applicable series of Notes set out in the table below
for an aggregate purchase price (including principal and premium)
of up to $1,750,000,000 (as such amount may be increased, the
"Maximum Tender Amount"), plus accrued and unpaid interest on the
Notes from the last applicable interest payment date up to, but not
including, the applicable Settlement Date (as defined below). The
amount of a series of Notes that is purchased in the Tender Offer
will be based on the order of priority (the "Acceptance Priority
Level") for such series of Notes as set forth in the table below,
with 1 being the highest Acceptance Priority Level and 8 being the
lowest Acceptance Priority Level. If there are sufficient remaining
funds from the Maximum Tender Amount to purchase some, but not all,
of the Notes tendered of any series, the amount of Notes purchased
in that series will be subject to proration using the procedure
more fully described in the Offer to Purchase.
The Offerors' obligation to accept and pay for the
tendered Notes in the Tender Offer is subject to the satisfaction
or waiver of certain conditions described in the Offer to Purchase
and the Letter of Transmittal.
Concurrently with the Tender Offer, the Offerors
are soliciting (the "Consent Solicitation") consents (the
"Consents") from each holder of the Notes, subject to the terms and
conditions set forth in the Offer to Purchase, to certain proposed
amendments (the "Proposed Amendments") to the indentures governing
each series of Notes (collectively, the "Existing
Indentures"). The purpose of the Proposed Amendments is to
modify or eliminate substantially all of the restrictive covenants,
certain events of default and related provisions contained in each
applicable Existing Indenture. The Offerors intend to execute
a supplement to each applicable Existing Indenture (each, a
"Supplemental Indenture") if Consents from holders of a majority of
the outstanding aggregate principal amount of the applicable series
of Notes are received (with respect to each series of Notes, the
"Requisite Consents"). Each Supplemental Indenture will
become effective upon the execution of such Supplemental Indenture,
but will provide that the Proposed Amendments for the applicable
series of Notes will not become operative unless the applicable
Offeror accepts the applicable Notes for purchase in the Tender
Offer and the amount of Notes purchased in such series was not
subject to proration. In the event that the Requisite
Consents for a series of Notes is received but Holders who validly
tendered and did not validly withdraw Notes of such series are
subject to proration, the Proposed Amendments with respect to such
Notes will not become operative despite the applicable Offeror
accepting Notes of such series in the Tender Offer.
Title of Security
|
CUSIP
|
Aggregate Principal Amount Outstanding
|
Acceptance Priority Level
|
Reference U.S. Treasury Security
|
Bloomberg Reference Page
|
Fixed Spread (basis points)
|
Early Tender Premium(1)
|
5.000%
Senior Notes due 2021 |
709629
AJ8
709629 AG4 |
$373,026,000 |
1 |
1.875% due
4/30/2022 |
FIT1 |
50 |
$30.00 |
5.000%
Senior Notes due 2021(2) |
709631
AD7 |
$126,974,000 |
2 |
1.875% due
4/30/2022 |
FIT1 |
50 |
$30.00 |
4.650%
Senior Notes due 2025 |
709629
AP4 |
$250,000,000 |
3 |
2.250% due
2/15/2027 |
FIT1 |
110 |
$30.00 |
3.625%
Senior Notes due 2020 |
709629
AN9 |
$400,000,000 |
4 |
1.500% due
5/15/2020 |
FIT1 |
60 |
$30.00 |
3.150%
Senior Notes due 2022 |
709629
AL3 |
$550,000,000 |
5 |
1.875% due
4/30/2022 |
FIT1 |
80 |
$30.00 |
2.900%
Senior Notes due 2018 |
709629
AM1 |
$500,000,000 |
6 |
1.000% due
9/15/2018 |
FIT4 |
40 |
$30.00 |
2.650%
Senior Notes due 2019 |
709629
AF6 |
$250,000,000 |
7 |
1.250% due
4/30/2019 |
FIT1 |
60 |
$30.00 |
1.875%
Senior Notes due 2017 |
709629
AK5
L9373XAA2 |
$350,000,000 |
8 |
1.000% due
9/15/2017 |
FIT3 |
20 |
$30.00 |
(1) Per $1,000 principal
amount of Notes.
(2) Pentair, Inc. is the Offeror for this
series of Notes; Pentair Finance S.A. is the Offeror for all other
series of Notes.
The Tender Offer will expire at midnight, New York
City time, on June 8, 2017, unless extended or earlier terminated
(such date and time, as the same may be extended, the "Expiration
Date"). The Consent Solicitation will expire at midnight, New York
City time, on June 8, 2017, unless extended or earlier terminated.
For the avoidance of doubt, the term "midnight" refers
to the end of a given date and not the beginning of a given
date.
Holders of Notes must validly tender and not
validly withdraw and their Notes at or prior to 5:00 p.m., New York
City time, on May 24, 2017 (such date and time, as the same may be
extended, the "Early Tender Date"), to be eligible to receive the
applicable "Total Consideration", which includes an early tender
premium of $30.00 per $1,000 of principal amount of Notes accepted
for purchase (the "Early Tender Premium"). Holders of Notes who
tender their Notes after the Early Tender Date, but at or prior to
the Expiration Date, will be eligible to receive only the
applicable "Tender Offer Consideration", which is an amount equal
to the Total Consideration minus the Early Tender Premium. The
Total Consideration or Tender Offer Consideration, as applicable,
will only be paid to holders of tendered Notes to the extent that
the applicable Offeror accepts such Notes for purchase.
Holders who tender their Notes in the Tender Offer
must consent to the Proposed Amendments applicable to such
Notes. Pursuant to the terms of the Offer to Purchase, the
tender of Notes will be deemed to constitute the delivery of a
consent of such tendering holder to the applicable Proposed
Amendments.
The Total Consideration or the Tender Offer
Consideration, as applicable, for each series per $1,000 principal
amount of Notes validly tendered and accepted for purchase pursuant
to the Tender Offer will be determined in the manner described in
the Offer to Purchase by reference to a fixed spread specified for
each series of Notes over the applicable yield based on the bid
side price of the U.S. Treasury Security specified for each series
of Notes in the table above, as calculated by the Lead Dealer
Manager at 2:00 p.m., New York City time, on May 25, 2017. In
addition to the Total Consideration or the Tender Offer
Consideration, as applicable, accrued and unpaid interest on the
Notes accepted for purchase will be paid from the last applicable
interest payment date up to, but not including, the applicable
Settlement Date.
Notes tendered in the Tender Offer and Consents
delivered in the Consent Solicitation may be validly withdrawn or
revoked at any time at or prior to 5:00 p.m., New York City time,
on May 24, 2017, but not thereafter unless otherwise required by
applicable law to permit withdrawal.
Payment for the Notes that are validly tendered
and not validly withdrawn prior to the Early Tender Date and
accepted for purchase by the applicable Offeror will be made on the
date referred to as the "Early Settlement Date." The Early
Settlement Date for the Notes is anticipated to be May 26, 2017,
the second business day after the Early Tender Date. Payment for
the Notes that are validly tendered and not validly withdrawn after
the Early Tender Date and prior to the Expiration Date and accepted
for purchase by the applicable Offeror will be made on the date
referred to as the "Final Settlement Date." The Final Settlement
Date for the Notes will be promptly following the Expiration Date.
It is anticipated that the Final Settlement Date for the Notes will
be June 9, 2017, the first business day after the Expiration
Date.
The Lead Dealer Manager for the Tender Offer and
the Lead Solicitation Agent for the Consent Solicitation is
Citigroup Global Markets Inc. Investors with questions regarding
the Tender Offer and Consent Solicitation may contact Citigroup
Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106
(collect). Copies of the Offer to Purchase and Consent and Letter
of Transmittal may be obtained from the Information Agent, Global
Bondholder Services Corporation, at (866) 470-3800 (toll-free) or
(212) 430-3774 (collect) or in writing at 65 Broadway, Suite 404,
New York, NY 10006. Holders of Notes are urged to carefully read
these materials prior to making any decisions with respect to the
Tender Offer and Consent Solicitation.
This press release is for informational purposes
only and is not an offer to buy, or the solicitation of an offer to
sell, any of the Notes or any other securities. The Offerors are
making the Tender Offer and Consent Solicitation only by, and
pursuant to, the terms of the Offer to Purchase and the Letter of
Transmittal. The Tender Offer and Consent Solicitation are not
being made in any jurisdiction in which the making of or acceptance
thereof would not be in compliance with the securities laws, blue
sky laws or other laws of such jurisdiction. None of the Offerors
or Pentair, their respective boards of directors, the Dealer
Managers, the Depositary and the Information Agent or the trustees
makes any recommendation that any holder of Notes tender or refrain
from tendering all or any portion of the principal amount of its
Notes or deliver Consents pursuant to the Consent Solicitation, and
no one has been authorized by any of them to make such a
recommendation. Holders must make their own decision as to
whether to deliver Consents and tender their Notes, and, if so, the
principal amount of Notes to tender.
CAUTION CONCERNING FORWARD-LOOKING
STATEMENTS
This press release contains statements that we
believe to be "forward-looking statements". 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 our ability
to satisfy the necessary conditions to consummate the proposed
separation into two independent, publicly-traded companies on a
timely basis or at all; our ability to successfully separate the
two companies and realize the anticipated benefits from the
proposed separation; the ability of the two companies to operate
independently to operate independently following the proposed
separation; overall global economic and business conditions; 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;
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 U.S. Securities and Exchange Commission, including in our 2016
Annual Report on Form 10-K. All forward-looking statements speak
only as of the date of this report. We assume no obligation, and
disclaim 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 2016 revenues of $4.9 billion, Pentair
employs approximately 19,000 people worldwide. To learn more, visit
pentair.com.
###
PENTAIR CONTACTS:
Jim Lucas
Vice President, Investor Relations
Direct: 763-656-5575
Email: jim.lucas@pentair.com
Rebecca Osborn
Senior Manager, External Communications
Direct: 763-656-5589
Email: rebecca.osborn@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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