Pentair plc (NYSE:PNR) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 Entry into a Material Definitive Agreement
On May 26, 2017, Pentair plc (the Company) settled the previously
announced cash tender offer (the Tender Offer) to which Pentair
Finance S.A. (PFSA) and Pentair, Inc., both wholly-owned
subsidiaries of the Company, accepted for purchase certain series
of their respective outstanding notes as specified in the table
below.
announced cash tender offer (the Tender Offer) to which Pentair
Finance S.A. (PFSA) and Pentair, Inc., both wholly-owned
subsidiaries of the Company, accepted for purchase certain series
of their respective outstanding notes as specified in the table
below.
|
Title of Security
|
Principal Amount Accepted for Purchase
|
Principal Amount Outstanding After Tender Offer
|
||||||
|
5.000% Senior Notes due 2021 (PFSA 2021 Notes)
|
$
|
304,671,000
|
$
|
68,355,000
|
||||
|
5.000% Senior Notes due 2021 (Pentair, Inc. 2021 Notes)
|
$
|
91,482,000
|
$
|
35,492,000
|
||||
|
4.650% Senior Notes due 2025 (2025 Notes)
|
$
|
230,670,000
|
$
|
19,330,000
|
||||
|
3.625% Senior Notes due 2020 (2020 Notes)
|
$
|
326,019,000
|
$
|
73,981,000
|
||||
|
3.150% Senior Notes due 2022 (2022 Notes)
|
$
|
461,743,000
|
$
|
88,257,000
|
||||
|
2.900% Senior Notes due 2018
|
$
|
244,698,000
|
$
|
255,302,000
|
||||
|
Total
|
$
|
1,659,283,000
|
$
|
540,717,000
|
||||
Concurrently with the Tender Offer, PFSA and Pentair, Inc.
solicited and received the requisite consents (the Consents) from
the holders of the PFSA 2021 Notes, Pentair Inc. 2021 Notes, 2025
Notes, 2020 Notes and 2022 Notes to enter into amendments to the
indentures governing each of the PFSA 2021 Notes, Pentair Inc.
2021 Notes, 2025 Notes, 2020 Notes and 2022 Notes to modify or
eliminate substantially all of the restrictive covenants, certain
events of default and related provisions contained in each
applicable indenture.
solicited and received the requisite consents (the Consents) from
the holders of the PFSA 2021 Notes, Pentair Inc. 2021 Notes, 2025
Notes, 2020 Notes and 2022 Notes to enter into amendments to the
indentures governing each of the PFSA 2021 Notes, Pentair Inc.
2021 Notes, 2025 Notes, 2020 Notes and 2022 Notes to modify or
eliminate substantially all of the restrictive covenants, certain
events of default and related provisions contained in each
applicable indenture.
As a result of the receipt of Consents, on May 26, 2017, (i) the
Company, PFSA, Pentair Investments Switzerland GmbH (Pentair
Investments) and Wells Fargo Bank, National Association (Wells
Fargo), as trustee, entered into the Seventh Supplemental
Indenture (the Seventh Supplemental Indenture), which amended
certain provisions of the senior indenture (the 2012 Base
Indenture), dated as of September 24, 2012, supplemented by that
certain fifth supplemental indenture (the 2012 Base Fifth
Supplemental Indenture), dated as of December 18, 2012, and that
certain second supplemental indenture (the 2012 Base Second
Supplemental Indenture), dated as of September 24, 2012, (ii) the
Company, Pentair, Inc., Pentair Investments and Wells Fargo, as
trustee, entered into the Sixth Supplemental Indenture (the Sixth
Supplemental Indenture), which amended certain provisions of the
senior indenture (the 2011 Base Indenture), dated as of May 2,
2011, supplemented by that certain First Supplemental Indenture
(the Pentair, Inc. First Supplemental Indenture), dated as of May
9, 2011, and (iii) the Company, PFSA, Pentair Investments and
U.S. Bank National Association (U.S. Bank), as trustee, entered
into the Fifth Supplemental Indenture (the Fifth Supplemental
Indenture), which amended certain provisions of the senior
indenture (the 2015 Base Indenture), dated as of September 16,
2015, supplemented by that certain third supplemental indenture
(the 2015 Base Third Supplemental Indenture), dated as of
September 16, 2015, and that certain second supplemental
indenture (the 2015 Base Second Supplemental Indenture), dated as
of September 16, 2015.
Company, PFSA, Pentair Investments Switzerland GmbH (Pentair
Investments) and Wells Fargo Bank, National Association (Wells
Fargo), as trustee, entered into the Seventh Supplemental
Indenture (the Seventh Supplemental Indenture), which amended
certain provisions of the senior indenture (the 2012 Base
Indenture), dated as of September 24, 2012, supplemented by that
certain fifth supplemental indenture (the 2012 Base Fifth
Supplemental Indenture), dated as of December 18, 2012, and that
certain second supplemental indenture (the 2012 Base Second
Supplemental Indenture), dated as of September 24, 2012, (ii) the
Company, Pentair, Inc., Pentair Investments and Wells Fargo, as
trustee, entered into the Sixth Supplemental Indenture (the Sixth
Supplemental Indenture), which amended certain provisions of the
senior indenture (the 2011 Base Indenture), dated as of May 2,
2011, supplemented by that certain First Supplemental Indenture
(the Pentair, Inc. First Supplemental Indenture), dated as of May
9, 2011, and (iii) the Company, PFSA, Pentair Investments and
U.S. Bank National Association (U.S. Bank), as trustee, entered
into the Fifth Supplemental Indenture (the Fifth Supplemental
Indenture), which amended certain provisions of the senior
indenture (the 2015 Base Indenture), dated as of September 16,
2015, supplemented by that certain third supplemental indenture
(the 2015 Base Third Supplemental Indenture), dated as of
September 16, 2015, and that certain second supplemental
indenture (the 2015 Base Second Supplemental Indenture), dated as
of September 16, 2015.
The Seventh Supplemental Indenture, which modified the terms of
the PFSA 2021 Notes and 2022 Notes only, amended (i) the 2012
Base Indenture with respect to the PFSA 2021 Notes and 2022 Notes
only to delete (A) Section 4.04 (Statement by Officers as to
Default), (B) Section 5.03 (Reports by the Company), (C) Section
6.01(a)(4) and Section 6.01(a)(8) (Events of Default) and (D)
Section 10.01 (Consolidation, Merger and Sale of Assets), and
(ii) each of the 2012 Base Fifth Supplemental Indenture and the
2012 Base Second Supplemental Indenture to delete (A) Section 1.3
(Additional Covenants), and (B) Section 1.4 (Additional Events of
Default). The Seventh Supplemental Indenture is filed herewith as
Exhibit 4.1 and is incorporated herein by reference. The
description of the Seventh Supplemental Indenture in this report
is a summary only and is qualified in its entirety by the terms
of the Seventh Supplemental Indenture.
the PFSA 2021 Notes and 2022 Notes only, amended (i) the 2012
Base Indenture with respect to the PFSA 2021 Notes and 2022 Notes
only to delete (A) Section 4.04 (Statement by Officers as to
Default), (B) Section 5.03 (Reports by the Company), (C) Section
6.01(a)(4) and Section 6.01(a)(8) (Events of Default) and (D)
Section 10.01 (Consolidation, Merger and Sale of Assets), and
(ii) each of the 2012 Base Fifth Supplemental Indenture and the
2012 Base Second Supplemental Indenture to delete (A) Section 1.3
(Additional Covenants), and (B) Section 1.4 (Additional Events of
Default). The Seventh Supplemental Indenture is filed herewith as
Exhibit 4.1 and is incorporated herein by reference. The
description of the Seventh Supplemental Indenture in this report
is a summary only and is qualified in its entirety by the terms
of the Seventh Supplemental Indenture.
The Sixth Supplemental Indenture, which modified the terms of the
Pentair, Inc. 2021 Notes, amended (i) the 2011 Base Indenture to
delete (A) Section 3.5 (Compliance Certificate), (B) Section 3.6
(Statement by Officers as to Default), (C) Section 4.1 (Merger,
Consolidation or Sale of Assets), (D) Section 6.1(3) and Section
6.1(4) (Events of Default), (E) Section 10.6 (Guarantors May
Consolidate, etc. on Certain Terms), and (ii) the Pentair, Inc.
First Supplemental Indenture to delete (A) Section 4.01 (Change
of Control), and (B) Section 6.03 (Future Guarantors). The Sixth
Supplemental Indenture is filed herewith as Exhibit 4.2 and is
incorporated herein by reference. The description of the Sixth
Supplemental Indenture in this report is a summary only and is
qualified in its entirety by the terms of the Sixth Supplemental
Indenture.
Pentair, Inc. 2021 Notes, amended (i) the 2011 Base Indenture to
delete (A) Section 3.5 (Compliance Certificate), (B) Section 3.6
(Statement by Officers as to Default), (C) Section 4.1 (Merger,
Consolidation or Sale of Assets), (D) Section 6.1(3) and Section
6.1(4) (Events of Default), (E) Section 10.6 (Guarantors May
Consolidate, etc. on Certain Terms), and (ii) the Pentair, Inc.
First Supplemental Indenture to delete (A) Section 4.01 (Change
of Control), and (B) Section 6.03 (Future Guarantors). The Sixth
Supplemental Indenture is filed herewith as Exhibit 4.2 and is
incorporated herein by reference. The description of the Sixth
Supplemental Indenture in this report is a summary only and is
qualified in its entirety by the terms of the Sixth Supplemental
Indenture.
The Fifth Supplemental Indenture, which modified the terms of the
2020 Notes and 2025 Notes only, amended (i) the 2015 Base
Indenture with respect to the 2020 Notes and 2025 Notes only to
delete (A) Section 4.04 (Statement by Officers as to Default),
(B) Section 5.03 (Reports by the Company), (C) Section 6.01(a)(4)
(Events of Default) and (D) Section 10.01 (Consolidation,
2020 Notes and 2025 Notes only, amended (i) the 2015 Base
Indenture with respect to the 2020 Notes and 2025 Notes only to
delete (A) Section 4.04 (Statement by Officers as to Default),
(B) Section 5.03 (Reports by the Company), (C) Section 6.01(a)(4)
(Events of Default) and (D) Section 10.01 (Consolidation,
Merger and Sale of Assets), and (ii) each of 2015 Base Third
Supplemental Indenture and the 2015 Base Second Supplemental
Indenture to delete (A) Section 1.3 (Additional Covenants), and
(B) Section 1.5 (Additional Events of Default). The Fifth
Supplemental Indenture is attached hereto as Exhibit 4.3 and is
filed herewith by reference. The description of the Fifth
Supplemental Indenture in this report is a summary only and is
qualified in its entirety by the terms of the Fifth Supplemental
Indenture.
Supplemental Indenture and the 2015 Base Second Supplemental
Indenture to delete (A) Section 1.3 (Additional Covenants), and
(B) Section 1.5 (Additional Events of Default). The Fifth
Supplemental Indenture is attached hereto as Exhibit 4.3 and is
filed herewith by reference. The description of the Fifth
Supplemental Indenture in this report is a summary only and is
qualified in its entirety by the terms of the Fifth Supplemental
Indenture.
ITEM 9.01 Financial Statements and Exhibits
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(a)
|
Financial Statements of Businesses Acquired
|
Not applicable.
|
(b)
|
Pro Forma Financial Information
|
Not applicable.
|
(c)
|
Shell Company Transactions
|
Not applicable.
|
(d)
|
Exhibits
|
The following exhibit is being filed herewith:
|
Exhibit
|
Description
|
|
|
4.1
|
Seventh Supplemental Indenture, dated as of May 26,
2017, among Pentair Finance S.A., Pentair plc, Pentair Investments Switzerland GmbH and Wells Fargo Bank, National Association as trustee. |
|
|
4.2
|
Sixth Supplemental Indenture, dated as of May 26, 2017,
among Pentair, Inc., Pentair plc, Pentair Investments Switzerland GmbH and Wells Fargo Bank, National Association, as trustee. |
|
|
4.3
|
Fifth Supplemental Indenture, dated as of May 26, 2017,
among Pentair Finance S.A., Pentair plc, Pentair Investments Switzerland GmbH and U.S. Bank National Association, as trustee. |
Pentair plc (NYSE:PNR) Recent Trading Information
Pentair plc (NYSE:PNR) closed its last trading session down -0.43 at 66.22 with 439,338 shares trading hands.