UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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| ITEM 8.01 | Other Events. |
On June 28, 2022, Pentair plc (the “Company”) and Pentair Finance S.à r.l. (“Pentair Finance”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters listed therein (the “Underwriters”), pursuant to which Pentair Finance agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions set forth therein, $400.0 million aggregate principal amount of Pentair Finance’s 5.900% Senior Notes due 2032 (the “Notes”), in a public offering (the “Offering”). The Notes will be fully and unconditionally guaranteed as to payment of principal and interest by the Company. The Offering is expected to close on July 8, 2022 subject to customary closing conditions.
The Notes are registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (Registration No. 333-265317) that the Company and Pentair Finance filed with the Securities and Exchange Commission (the “SEC”) on May 31, 2022. The Company is filing the Underwriting Agreement as part of this Current Report on Form 8-K for purposes of such Registration Statement. The description of the Underwriting Agreement set forth above is qualified by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The exhibits listed in the Exhibit Index below are filed as part of this report.
Exhibit Index
|
Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated June 28, 2022, among Pentair plc, Pentair Finance S.à r.l., and J.P. Morgan Securities LLC, BofA Securities, Inc. and Citigroup Global Markets Inc. as representatives of the several underwriters listed therein. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 June 29, 2022.
| PENTAIR PLC | ||
| Registrant | ||
| By: | /s/ Robert P. Fishman | |
| Robert P. Fishman | ||
| Executive Vice President, Chief Financial Officer and Chief Accounting Officer | ||