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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On May 3, 2023, nVent Electric plc (the “Company”) and nVent Finance S.à r.l. (“nVent Finance”) completed a public offering (the “Offering”) of $500.0 million aggregate principal amount of nVent Finance’s 5.650% Senior Notes due 2033 (the “Notes”). The Notes are fully and unconditionally guaranteed as to payment of principal and interest by the Company (the “Guarantee”).
The Notes were issued under an Indenture (the “Base Indenture”), dated as of March 26, 2018, among the Company, nVent Finance and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of April 30, 2018, among the Company, nVent Finance and the Trustee (the “Third Supplemental Indenture”), as supplemented by a Fifth Supplemental Indenture, dated as of May 3, 2023, between the Company, nVent Finance and the Trustee, establishing the terms and providing for the issuance of the Notes (the “Fifth Supplemental Indenture”).
The Fifth Supplemental Indenture and form of the Note, which is included therein, provide, among other things, that the Notes bear interest at a rate of 5.650% per year (payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2023), and will mature on May 15, 2033. The interest rate payable on the Notes will be subject to adjustment based on certain rating events.
As previously disclosed, on April 26, 2023, nVent Finance and the Company entered into a loan agreement with a syndicate of financial institutions, providing for a five-year $300.0 million senior unsecured term loan facility (the “Term Loan Facility”). nVent Finance and the Company 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, to finance the acquisition of ECM Investors, LLC (“ECM Investors”), the parent company of ECM Industries, LLC (“ECM Industries”), for $1.1 billion (the “ECM Industries acquisition”) and to pay related fees and expenses. nVent Finance and the Company intend to use the remainder of the net proceeds from the Offering, if any, for general corporate purposes.
At any time prior to February 15, 2033, nVent Finance may redeem the Notes at a “make-whole” redemption price, plus accrued and unpaid interest on the Notes being redeemed to, but excluding, the redemption date. At any time on or after February 15, 2033, nVent Finance may redeem the Notes at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest on the Notes being redeemed to, but excluding, the redemption date. nVent Finance is required to offer to repurchase the Notes for cash at a price of 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, upon the occurrence of a change of control triggering event. nVent Finance also may redeem all, but not less than all, of the Notes in the event of certain tax changes affecting such Notes.
If (a) the consummation of the ECM Industries acquisition does not occur on or prior to September 28, 2023 (or such later date on or before November 27, 2023 as extended by the parties to the Merger Agreement, dated as of April 1, 2023, among ECM Investors, Sentinel ECM Blocker, Inc., Lionel Acquisition Co., Everest Blocker Holding, Inc., Everest Acquisition Merger Sub, LLC, Everest Blocker Merger Sub, Inc., Sentinel Capital Partners L.L.C. and the Company (the “Merger Agreement”), the “outside date”), (b) nVent Finance notifies the Trustee and the holders of the Notes that in its reasonable judgment the ECM Industries acquisition will not be consummated on or prior to the outside date or (c) the Merger Agreement has been terminated without the consummation of the ECM Industries acquisition, nVent Finance is required to redeem all of the Notes then outstanding on the date specified in the notice of special mandatory redemption (such date, the “special mandatory redemption date”) at a redemption price equal to 101% of the principal amount of the Notes then outstanding, plus accrued and unpaid interest, if any, to, but not including, the special mandatory redemption date.
The Fifth Supplemental Indenture contains customary events of default. If an event of default occurs and is continuing with respect to the Notes, then the Trustee or the holders of at least 25% of the principal amount of the outstanding Notes of that series may declare the Notes of that series to be due and payable immediately. In addition, in the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization, all outstanding Notes will become due and payable immediately without any declaration or other act on the part of the Trustee or the holders of the Notes.
The descriptions of the Base Indenture, the Third Supplemental Indenture and the Fifth Supplemental Indenture set forth above are qualified by reference to the Base Indenture, the Third Supplemental Indenture and the Fifth Supplemental Indenture filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
| ITEM 8.01 | Other Events. |
The Notes and the Guarantee 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 on October 29, 2021. The Company is also filing certain exhibits as part of this Current Report on Form 8-K for purposes of such Registration Statement. See “Item 9.01. Financial Statements and Exhibits.”
| 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
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 May 3, 2023.
| NVENT ELECTRIC PLC | ||
| Registrant | ||
| By: | /s/ Sara E. Zawoyski | |
| Sara E. Zawoyski | ||
| Executive Vice President and Chief Financial Officer | ||