Pentair plc (NYSE:PNR) Files An 8-K Completion of Acquisition or Disposition of Assets
ITEM 2.01 Completion of Acquisition or Disposition of Assets
On April 28, 2017, Pentair plc (Pentair) completed the sale of
its Valves Controls business to Emerson Electric Co. (Emerson) to
a Share Purchase Agreement, dated as of August 18, 2016 (the
Purchase Agreement), between Emerson and Pentair. to the Purchase
Agreement, Pentair received approximately $3.15 billion in cash
from Emerson, subject to certain customary post-closing
adjustments.
its Valves Controls business to Emerson Electric Co. (Emerson) to
a Share Purchase Agreement, dated as of August 18, 2016 (the
Purchase Agreement), between Emerson and Pentair. to the Purchase
Agreement, Pentair received approximately $3.15 billion in cash
from Emerson, subject to certain customary post-closing
adjustments.
The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Purchase Agreement, a copy of which is filed
herewith as Exhibit 2.1 and is incorporated herein by reference.
There are representations and warranties contained in the
Purchase Agreement that were made by the parties to each other as
of specific dates. The assertions embodied in these
representations and warranties were made solely for the purposes
of the Purchase Agreement and may be subject to important
qualifications and limitations agreed to by the parties in
connection with negotiating their terms. Moreover, certain
representations and warranties may not be accurate or complete as
of any specified date because they are subject to a contractual
standard of materiality that is different from certain standards
generally applicable to shareholders or were used for the purpose
of allocating risk between the parties rather than establishing
matters as facts. Based upon the foregoing reasons, investors
should not rely on the representations and warranties as
statements of factual information.
purport to be complete and is qualified in its entirety by
reference to the Purchase Agreement, a copy of which is filed
herewith as Exhibit 2.1 and is incorporated herein by reference.
There are representations and warranties contained in the
Purchase Agreement that were made by the parties to each other as
of specific dates. The assertions embodied in these
representations and warranties were made solely for the purposes
of the Purchase Agreement and may be subject to important
qualifications and limitations agreed to by the parties in
connection with negotiating their terms. Moreover, certain
representations and warranties may not be accurate or complete as
of any specified date because they are subject to a contractual
standard of materiality that is different from certain standards
generally applicable to shareholders or were used for the purpose
of allocating risk between the parties rather than establishing
matters as facts. Based upon the foregoing reasons, investors
should not rely on the representations and warranties as
statements of factual information.
ITEM 9.01 Financial Statements and Exhibits
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(a)
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Not applicable
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(c)
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Pro Forma Financial Statements. Pentairs financial
statements included in its Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on February 21, 2017, present the Valves Controls business as discontinued operations and the related assets and liabilities have been reclassified as held for sale for all periods presented. Consequently, pro forma financial statements, which give effect to the disposition of the Valves Controls business, are not required to be filed with this Current Report on Form 8-K. |
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(c)
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Not applicable
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(d)
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Exhibits
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The following exhibit is being filed herewith:
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Exhibit
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Description
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2.1
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Share Purchase Agreement, dated August 18, 2016, by and
between Emerson Electric Co. and Pentair plc (incorporated by reference to Exhibit 2.1 to Pentair plcs Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 25, 2016 (File No. 001-11625)).* |
* Certain schedules and exhibits have been omitted and Pentair
plc agrees to furnish supplementally to the Securities and
Exchange Commission a copy of any omitted schedules and exhibits
upon request.
plc agrees to furnish supplementally to the Securities and
Exchange Commission a copy of any omitted schedules and exhibits
upon request.
Pentair plc (NYSE:PNR) Recent Trading Information
Pentair plc (NYSE:PNR) closed its last trading session down -0.15 at 64.51 with 975,414 shares trading hands.
