Current Report Filing (8-k)
13 March 2018 - 9:08PM
Edgar (US Regulatory)
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): March 12, 2018
Commission file number
001-11625
Pentair plc
(Exact name
of Registrant as specified in its charter)
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Ireland
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98-1141328
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification number)
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43 London Wall, London, EC2M 5TF United Kingdom
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(Address of principal executive offices, including Zip Code)
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Registrants telephone number, including area code:
44-207-347-8925
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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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 ☐
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 a
spin-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
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Financial Statements and Exhibits.
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(a)
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Financial Statements of Business Acquired
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Not applicable.
(b)
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Pro Forma Financial Information
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Not applicable.
(c)
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Shell Company Transactions
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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.
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PENTAIR PLC
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Registrant
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By:
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/s/ Angela D. Jilek
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Angela D. Jilek
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Senior Vice President, General Counsel and Secretary
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