Pentair Ltd. Announces Results Of Exchange Offer Relating To 1.350% Senior Notes Due 2015, 1.875% Senior Notes Due 2017, 2.650% Senior Notes Due 2019, 5.000% Senior Notes Due 2021, And 3.150% Senior Notes Due 2022
SCHAFFHAUSEN, Switzerland, April 22, 2013 /PRNewswire/ -- Pentair Ltd. (NYSE: PNR) ("Pentair") announced today the results of the exchange offer (the "Exchange Offer") by Pentair Finance S.A. ("PFSA"), a wholly-owned subsidiary of Pentair Ltd., to exchange all of its outstanding and unregistered $350,000,000 aggregate principal amount of 1.350% Senior Notes due 2015 (the "2015 Original Notes"), $350,000,000 aggregate principal amount of 1.875% Senior Notes due 2017 (the "2017 Original Notes"), $250,000,000 aggregate principal amount of 2.650% Senior Notes due 2019 (the "2019 Original Notes"), $373,026,000 aggregate principal amount of 5.000% Senior Notes due 2021 (the "2021 Original Notes"), and $550,000,000 aggregate principal amount of 3.150% Senior Notes due 2022 (the "2022 Original Notes" and collectively the "Original Notes") for an equal principal amount of new 1.350% Senior Notes due 2015, 1.875% Senior Notes due 2017, 2.650% Senior Notes due 2019, 5.000% Senior Notes due 2021, and 3.150% Senior Notes due 2022, which have been registered under the Securities Act of 1933, as amended (collectively, the "New Notes"). PFSA has been advised by Wells Fargo Bank, National Association, the exchange agent for the Exchange Offer, that, as of 5:00 p.m., New York City time, on April 19, 2013, the expiration date of the Exchange Offer (the "Expiration Date"), holders of 100.00% of the principal amount of the 2015 Original Notes, 2019 Original Notes and 2022 Original Notes, 99.96% of the principal amount of the 2017 Original Notes (excluding 2017 Original Notes tendered by guaranteed delivery) and 99.60% of the principal amount of the 2021 Original Notes had validly tendered pursuant to the terms of the Exchange Offer. The settlement date for the Exchange Offer will occur promptly following the Expiration Date.
Under the terms of the Exchange Offer, eligible holders of the Original Notes who had validly tendered at or before the Expiration Date will receive, for each $1,000 principal amount of the Original Notes tendered, $1,000 principal amount of the New Notes, provided that such Original Notes tendered in the Exchange Offer were in minimum denominations of $2,000 principal amount and any integral multiples of $1,000 in excess thereof.
This press release contains statements that Pentair believes to be "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including, without limitation, statements regarding the anticipated benefits of the merger or Pentair's anticipated financial results, 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", "expect", "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 Pentair's control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the ability to successfully integrate Pentair and the flow control business and achieve expected benefits from the merger; overall global economic and business conditions; competition and pricing pressures in the markets Pentair serves; 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; the ability to deliver backlog and win future project work; failure of market 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 Pentair's long-term strategic operating goals. Additional information concerning these and other factors is contained in Pentair's filings with the U.S. Securities and Exchange Commission, including in Pentair's Annual Report on Form 10-K for the year ended December 31, 2012. All forward-looking statements speak only as of the date of this press release. Pentair assumes no obligation, and disclaims any obligation, to update the information contained in this press release.
About Pentair Ltd.
Pentair (www.pentair.com) delivers industry-leading products, services and solutions for its customers' diverse needs in water and other fluids, thermal management and equipment protection. With pro forma revenues of approximately $8 billion, Pentair employs more than 30,000 people worldwide.
Jim Lucas Vice President, Investor Relations Tel.: (763) 656-5575 E-mail: [email protected]
Betsy Day Manager, Corporate Communications Tel.: 763-656-5537 Email: [email protected]