UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 21, 2019
Pentair plc
(Exact name of registrant as specified in its charter)
Ireland | | 001-11625 | | 98-1141328 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
Regal House, 70 London Road, Twickenham, London, TW13QS United Kingdom |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 44-74-9421-6154
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading
Symbol(s) | | Name of each exchange on which registered |
Ordinary Shares, nominal value $0.01 per share | | PNR | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On June 21, 2019, Pentair plc (the “Company”), Pentair Finance S.à r.l. (“Pentair Finance”) and Pentair Investments Switzerland GmbH (“Pentair Investments”) completed a public offering (the “Offering”) of $400.0 million aggregate principal amount of Pentair Finance’s 4.500% Senior Notes due 2029 (the “Notes”). The Notes are fully and unconditionally guaranteed as to payment of principal and interest by the Company and Pentair Investments (the “Guarantees”).
The Notes were issued under an Indenture (the “Base Indenture”), dated as of September 16, 2015, among the Company, Pentair Finance, Pentair Investments and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a Sixth Supplemental Indenture, dated as of June 21, 2019, between the Company, Pentair Finance, Pentair Investments and the Trustee, establishing the terms and providing for the issuance of the Notes (the “Sixth Supplemental Indenture”).
The Sixth Supplemental Indenture and form of the Note, which is included therein, provide, among other things, that the Notes bear interest at a rate of 4.500% per year (payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2020), and will mature on July 1, 2029.
The Company intends to use the net proceeds from the Offering to repay outstanding commercial paper issued by Pentair Finance and for general corporate purposes.
At any time prior to April 1, 2029, Pentair Finance may redeem the Notes at a “make-whole” redemption price, plus accrued and unpaid interest on the Notes being redeemed to, but not including, the redemption date. At any time on or after April 1, 2029, Pentair Finance may redeem the Notes at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest on the Notes being redeemed to, but not including, the redemption date subject to the right of holders on the relevant record date to receive interest due on, but not including, the relevant interest payment date. Pentair Finance is required to offer to repurchase the Notes for cash at a price of 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, upon the occurrence of a change of control triggering event. Pentair Finance also may redeem all, but not less than all, of the Notes in the event of certain tax changes affecting such Notes.
The Sixth Supplemental Indenture contains customary events of default. If an event of default occurs and is continuing with respect to the Notes, then the Trustee or the holders of at least 25% of the principal amount of the outstanding Notes of that series may declare the Notes of that series to be due and payable immediately. In addition, in the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization, all outstanding Notes will become due and payable immediately without any declaration or other act on the part of the Trustee or the holders of the Notes.
The descriptions of the Base Indenture and the Sixth Supplemental Indenture set forth above are qualified by reference to the Base Indenture and the Sixth Supplemental Indenture filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
ITEM 8.01 Other Events.
The Notes and the Guarantees are registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (Registration No. 333-231828) that the Company, Pentair Finance and Pentair Investments filed with the Securities and Exchange Commission on May 30, 2019. The Company is also filing certain exhibits as part of this Current Report on Form 8-K for purposes of such Registration Statement. See “Item 9.01. Financial Statements and Exhibits.”
ITEM 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits. The following exhibits are filed herewith:
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