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 1.01 | Entry into a Material Definitive Agreement. |
On April 1, 2023, nVent Electric plc (the “Company”) entered into a Merger Agreement with ECM Investors, LLC (“ECM Investors”), Sentinel ECM Blocker, Inc. (“Blocker Corp”), Lionel Acquisition Co., a subsidiary of the Company (“Purchaser”), Everest Blocker Holding, Inc., a subsidiary of the Company (“Blocker Purchaser”), Everest Acquisition Merger Sub, LLC, a subsidiary of the Company (“Merger Sub”), Everest Blocker Merger Sub, Inc., a subsidiary of the Company (“Blocker Merger Sub”), and Sentinel Capital Partners L.L.C. (the “Merger Agreement”).
Pursuant to the Merger Agreement, (i) Blocker Merger Sub will merge with and into Blocker Corp, with Blocker Corp surviving as a subsidiary of Blocker Purchaser (“Blocker Merger”) and (ii) Merger Sub will merge with and into ECM Investors, with ECM Investors surviving as a subsidiary of Purchaser, as a result of which the Company will indirectly own all of the equity interests of Blocker Corp and ECM Investors, which is the parent of ECM Industries, LLC, for an aggregate purchase price of $1.1 billion, subject to customary adjustments contemplated by the Merger Agreement (the “Acquisition”). The Company expects to fund the Acquisition with a combination of available cash on hand and new debt.
The Merger Agreement provides for customary representations, warranties and covenants. Closing under the Merger Agreement is subject to conditions, including (i) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (ii) the absence of any law or order issued by any court or governmental authority preventing consummation of the transactions contemplated by the Merger Agreement; (iii) subject to certain exceptions, the accuracy of the representations and warranties of, and compliance with covenants by, each of the parties to the Merger Agreement; and (iv) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement) since the date of the Merger Agreement.
The Merger Agreement also contains certain termination rights for each party, including the right of each party to terminate the Merger Agreement on or after September 28, 2023 if the closing of the Acquisition has not occurred by that date, subject to the right to extend such date by 60 days in certain circumstances. The Acquisition is anticipated to close in the second quarter of 2023, subject to satisfaction of the closing conditions.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed herewith as Exhibit 10.1.
| ITEM 8.01 | Other Information. |
In connection with entering into the Merger Agreement, the Company and nVent Finance S.à r.l., a subsidiary of the Company, entered into a commitment letter, dated April 1, 2023 (the “Commitment Letter”), with JPMorgan Chase Bank, N.A. (“JPMorgan”), pursuant to which, among other things, JPMorgan has committed to provide debt financing for the Acquisition, consisting of a senior unsecured bridge facility of up to $800 million (the “Bridge Facility”), on the terms and subject to the conditions set forth in the Commitment Letter. The Bridge Facility will be subject to mandatory reduction and prepayment for 100% of the net cash proceeds from the issuance of any debt and other securities of the Company, other specified events and a new senior term loan facility, subject to certain exceptions. The obligation of JPMorgan to provide the Bridge Facility is subject to a number of customary conditions.
| 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
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Exhibit Number |
Description | ||
| 10.1 | Merger Agreement, dated April 1, 2023, by and among ECM Investors, LLC, Sentinel ECM Blocker, Inc., Lionel Acquisition Co., Everest Blocker Holding, Inc., Everest Acquisition Merger Sub, LLC, Everest Blocker Merger Sub, Inc., nVent Electric plc and Sentinel Capital Partners, L.L.C. | ||
| 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, hereunto duly authorized, on April 4, 2023.
| nVent Electric plc | ||
| Registrant | ||
| By: | /s/ Sara. E Zawoyski | |
| Sara E. Zawoyski | ||
| Executive Vice President and Chief Financial Officer | ||