Pentair Prices $400 Million Senior Notes Offering

LONDON – Pentair plc (NYSE: PNR) (“Pentair”) announced today that Pentair Finance S.à r.l.  (“Pentair Finance”), a wholly-owned subsidiary of Pentair priced a public offering of $400.0 million of 5.900% senior notes due 2032.  The notes will be fully and unconditionally guaranteed as to payment of principal and interest by Pentair.  The offering is expected to close on July 8, 2022, subject to customary closing conditions.

As previously disclosed, on March 24, 2022, Pentair Finance and Pentair entered into a new loan agreement with a syndicate of financial institutions, pursuant to which such financial institutions committed to providing Pentair Finance with a senior unsecured term loan facility in an aggregate principal amount of $600.0 million with a five-year maturity (the “loan agreement”).  Pentair Finance has received commitments from such financial institutions and expects to close an amendment to the loan agreement in June 2022 to increase the term loan facility by $400.0 million to an aggregate principal amount of $1.0 billion.  However, neither Pentair Finance nor Pentair can provide any assurance that the amendment to the loan agreement will close or with respect to the definitive terms or documentation thereof.  The loan agreement, as it is expected to be amended, is referred to in this press release as the “term loan facility.” Pentair Finance and Pentair intend to use the net proceeds of the offering and the term loan facility, together with cash on hand and/or borrowings under their revolving credit facility, and, if necessary, borrowings under the committed bridge facility to finance the acquisition of the Manitowoc Ice business (“Manitowoc Ice”) of Welbilt, Inc. for $1.6 billion and to pay related fees and expenses.  Pentair Finance and Pentair intend to use the remainder of the net proceeds from the offering and the term loan facility, if any, for general corporate purposes.

The offering is not contingent upon the closing of the Manitowoc Ice acquisition.  If the consummation of the Manitowoc Ice acquisition does not occur on or prior to January 14, 2023 (or such later date on or before April 14, 2023, as extended by the parties), Pentair Finance will be required to redeem all of the notes then outstanding at a redemption price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the date of redemption.

J.P. Morgan Securities LLC, BofA Securities, Inc., and Citigroup Global Markets Inc. are the joint lead active book-running managers for the offering.  The offering is being made only by means of a prospectus supplement and accompanying prospectus, which are part of an effective shelf registration statement that Pentair and Pentair Finance filed with the Securities and Exchange Commission, copies of which may be obtained by calling J.P. Morgan Securities LLC collect at (212) 834-4533, calling BofA Securities, Inc. toll-free at (800) 294-1322 or emailing at dg.prospectus_requests@bofa.com or calling Citigroup Global Markets Inc. toll-free at (800) 831-9146 or e-mailing at prospectus@citi.com.  An electronic copy of the prospectus supplement and accompanying prospectus is available from the Securities and Exchange Commission’s website at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities, nor will there be any sale of such securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

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