PENTAIR PLC: Creation of Direct Financial Obligation or Obligation Under Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)
ARTICLE 2.03. Creation of a Direct Financial Obligation or an Obligation under a
Off-Balance Sheet Arrangement of a Registrant.
As stated earlier, on
and its subsidiary Pentair Finance S.à rl (“Pentair Finance”) entered into a Loan Agreement (the “Loan Agreement”), between Pentair Finance, as borrower,
aggregate principal amount available under the term loan facility to fund a portion of the purchase price in the
The Lenders’ commitment to make the Term Loan Facility available to Pentair Finance expires on the earliest of the following dates: (i) the earlier of: (x) the date on which the purchase is terminated, and (y) five business days after the “Deadline” (as defined in the Purchase Agreement), (ii) the closing of the
The term loan facility is secured by
With certain exceptions, the term loan facility will mature five years from the date the term loans are made to Pentair Finance. Pentair Finance is authorized to voluntarily prepay loans under the Term Loan Facility, in whole or in part, without penalty or premium, subject to certain minimum amounts and increments and payment of customary break fees. Loans drawn under the Term Loan Facility will be amortized in quarterly installments at an annual rate of 0.0% in the first year, 2.5% in the second year and 5.0% thereafter.
The term loan facility contains financial covenants requiring
The term loan facility contains customary events of default. If an Event of Default occurs and continues, the Lenders may terminate any commitment to extend credit under the Term Loan Facility and declare all outstanding amounts under the Term Loan Facility due and payable immediately. . In addition, in the event of an event of default arising from certain events of bankruptcy, insolvency or reorganization, all amounts outstanding under the Term Loan Facility will automatically become due and payable immediately.
The foregoing description of the Loan Agreement is qualified in its entirety by reference to the full text of the Loan Agreement filed as Schedule 4.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
SECTION 9.01. Financial statements and supporting documents.
(a) Financial statements of acquired businesses
(b) Pro forma financial information
(c) Shell Company Transactions
Not applicable. (d) Exhibits
The exhibits listed in the exhibit index below are filed as part of this report.
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