UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): March 12, 2018
Commission file number001-11625
Pentair plc
(Exact name of Registrant as specified in its charter)
| | |
| Ireland | | 98-1141328 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification number) |
|
| 43 London Wall, London, EC2M 5TF United Kingdom |
| (Address of principal executive offices, including Zip Code) |
|
| Registrant’s telephone number, including area code:44-207-347-8925 |
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
On March 12, 2018, Pentair plc (the “Company”) issued a press release announcing, in connection with the planned separation of its Electrical business through aspin-off of nVent Electric plc (“nVent”), that nVent Finance S.à r.l., a subsidiary of the Company 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”) in a private offering in accordance with Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The closing of the private offering is expected to occur on March 26, 2018, subject to the satisfaction of customary closing conditions.
The Notes have not 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.
Pursuant to Rule 135c under the Securities Act, the Company is filing a copy of such press release as Exhibit 99.1 hereto, which is incorporated herein by reference.
| ITEM 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired |
Not applicable.
| (b) | Pro Forma Financial Information |
Not applicable.
| (c) | Shell Company Transactions |
Not applicable.
The exhibits listed in the accompanying Exhibit Index are being filed herewith.
Exhibit Index
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 12, 2018.
| | |
| PENTAIR PLC |
| Registrant |
| |
| By: | | /s/ Angela D. Jilek |
| | Angela D. Jilek |
| | Senior Vice President, General Counsel and Secretary |
