8-K

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): April 28, 2017

Commission file number 001-11625

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)

Registrant's telephone number, including area code: 44-207-374-8925

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

¨ 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. ¨

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”) pursuant to a Share Purchase Agreement, dated as of August 18, 2016 (the “Purchase Agreement”), between Emerson and Pentair. Pursuant 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.

ITEM 9.01 Financial Statements and Exhibits

(a) Not applicable

(c) Pro Forma Financial Statements. Pentair’s 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.

(c) Not applicable

(d) Exhibits

The following exhibit is being filed herewith:

Exhibit	Description
2.1	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 plc’s 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.

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 April 28, 2017.

PENTAIR PLC
Registrant
By	/s/ Angela D. Jilek
	Angela D. Jilek
	Senior Vice President, General Counsel and Secretary

PENTAIR PLC

Exhibit Index to Current Report on Form 8-K

Dated April 28, 2017

Exhibit Number	Description
2.1	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 plc’s 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.

EX-99.1

1

Exhibit 99.1

News Release

Pentair Completes Sale of Valves & Controls Business

LONDON — April 28, 2017— Pentair plc (NYSE: PNR) today announced it has completed the sale of its Valves & Controls business to Emerson Electric Co. (NYSE: EMR) for $3.15 billion, subject to customary working capital adjustments.

"With the sale of Valves & Controls, our strengthened balance sheet affords us the opportunity to advance our disciplined capital allocation strategy," said Randall J. Hogan, Pentair Chairman and CEO.

Pentair now reports the performance of its business in two segments: Water and Electrical. In Water, the company delivers sustainable solutions for water quality and availability, and food and beverage processing, and also helps industry reduce emissions with technologies that capture waste for reuse. Its Electrical business provides solutions to help protect the environment, sensitive equipment, buildings and critical processes, and supports efficient industrial processes.

Citi and Goldman, Sachs & Co. served as financial advisors and Foley & Lardner LLP and Allen & Overy provided legal counsel to Pentair in the transaction.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains statements that we believe to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact are forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets," "plans," "believes," "expects," "intends," "will," "likely," "may," "anticipates," "estimates," "projects," "should," "would," "positioned," "strategy," "future" or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include overall global economic and business conditions; the ability to achieve the benefits of our restructuring plans; the ability to successfully identify, finance, complete and integrate acquisitions; competition and pricing pressures in the markets we serve; the strength of housing and related markets; volatility in currency exchange rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; increased risks associated with operating foreign businesses; failure of markets to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating goals. Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission ("SEC"), including in our 2016 Annual Report on Form 10-K. All forward-looking statements speak only as of the date of this report. We assume no obligation, and disclaim any obligation, to update the information contained in this report.

ABOUT PENTAIR

Pentair plc (NYSE: PNR) is a global company dedicated to building a safer, more sustainable world. Pentair delivers industry leading products, services and solutions that help people make the best use of the resources they rely on most. Its technology moves the world forward by ensuring that water is plentiful, useful and pure, and that critical equipment and those near it are protected. With 2016 revenues of $4.9 billion, Pentair employs approximately 19,000 people worldwide. To learn more, visit www.pentair.com.

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PENTAIR CONTACTS:

Jim Lucas

Vice President, Investor Relations

Direct: 763-656-5575

Email: jim.lucas@pentair.com

Rebecca Osborn

Senior Manager, External Communications

Direct: 763-656-5589

Email: rebecca.osborn@pentair.com