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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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).
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| ITEM 8.01 | Other Events. |
On April 24, 2023, nVent Electric plc (the “Company”) and nVent Finance S.à r.l. (“nVent 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 nVent Finance agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions set forth therein, $500.0 million aggregate principal amount of nVent Finance’s 5.650% Senior Notes due 2033 (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 May 3, 2023, 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. 333-260579) that the Company and nVent Finance filed with the Securities and Exchange Commission (the “SEC”) on October 29, 2021. 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 Number |
Description | |
| 1.1 | Underwriting Agreement, dated April 24, 2023, among nVent Electric plc, nVent 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, hereunto duly authorized, on April 25, 2023.
| NVENT ELECTRIC PLC | ||
| Registrant | ||
| By: | /s/ Sara E. Zawoyski | |
| Sara E. Zawoyski | ||
| Executive Vice President and Chief Financial Officer | ||