MINNEAPOLIS--(BUSINESS WIRE)--July 8, 2008--Pentair, Inc.
(NYSE:PNR) today announced the commencement of a cash tender offer for
all of its outstanding 7.85% Senior Notes due 2009 (the "Notes"). The
tender offer is being made pursuant to an Offer to Purchase and
related Letter of Transmittal dated July 8, 2008, which sets forth
more fully the terms and conditions of the tender offer, including a
minimum tender condition and other general conditions.
The principal purpose of the Tender Offer is to acquire all of the
outstanding Notes to reduce future interest costs. The Company intends
to use available funds and funds drawn under its existing credit
facility to provide the total amount of funds required for the
purchase of the Notes in the Tender Offer.
The following table summarizes terms material to the determination
of the total consideration to be received in the tender offer:
Aggregate Principal
Title of Security CUSIP No. Amount Outstanding
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7.85% Notes
due 709631AB1 $250,000,000
10/15/2009
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Early
Tender Reference Bloomberg Fixed Spread
Premium (a) Security Screen (basis points)
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2.875%
$30 UST due PX1 +265
06/30/2010
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(a) Per $1,000 principal amount of Notes.
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Holders who tender prior to the early tender date will receive the
total consideration, which includes an early tender premium of $30 per
$1,000 principal amount of Notes. The total consideration will be
calculated based on the fixed spread over the reference security as
described in the Offer to Purchase. The early tender date is 5:00 p.m.
Eastern Daylight Time (EDT) on Monday, July 21, 2008, unless extended.
Holders of Notes that have been validly tendered by the early tender
date will receive payment on the early settlement date, which is
expected to be July 22, 2008, subject to the satisfaction or waiver of
the conditions of the offer.
The tender offer will expire at 12:00 midnight EDT on Monday,
August 4, 2008, unless terminated or extended. Holders who tender
after the early tender date and prior to the expiration date will
receive the total consideration minus the early tender premium.
Holders of Notes that have been validly tendered following the early
tender date, but prior to the expiration date, will receive payment on
the final settlement date, which is expected to be August 5, 2008. In
addition, accrued and unpaid interest up to, but not including the
applicable settlement date will be paid in cash on all validly
tendered and accepted Notes.
Tenders of Notes may be validly withdrawn at any time up until
5:00 p.m. EDT on the Early Tender Date. Tenders of Notes made after
the Early Tender Date may not be withdrawn, except in limited
circumstances.
Questions concerning the terms of the tender offer may be directed
to the dealer manager, Banc of America Securities LLC at (888)
292-0070 (U.S. Toll-Free) or (704) 683-3215 (Collect). Copies of the
Offer to Purchase may be obtained by calling the information agent,
Global Bondholder Services Corporation at (866) 952-2200 (Toll Free)
or at (212) 430-3774 (banks and brokerage firms).
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
Any statements made about the company's anticipated financial
results are forward-looking statements subject to risks and
uncertainties such as continued economic growth, including: the
strength of housing and related markets; the ability to integrate
acquisitions successfully and the risk that expected synergies may not
be fully realized or may take longer to realize than expected; the
ability to successfully limit any judgment arising out of the Horizon
litigation; foreign currency effects; retail and industrial demand;
product introductions; and pricing and other competitive pressures as
well as other risk factors set forth in our SEC filings.
Forward-looking statements included herein are made as of the date
hereof, and the company undertakes no obligation to update publicly
such statements to reflect subsequent events or circumstances. Actual
results could differ materially from anticipated results.
ABOUT PENTAIR, INC.
Pentair (www.pentair.com) is a diversified operating company
headquartered in Minnesota. Its Water Group is a global leader in
providing innovative products and systems used worldwide in the
movement, treatment, storage and enjoyment of water. Pentair's
Technical Products Group is a leader in the global enclosures and
thermal management markets, designing and manufacturing thermal
management products and standard, modified, and custom enclosures that
house and protect sensitive electronics and electrical components.
With 2007 revenues of $3.30 billion, Pentair employs approximately
16,000 people worldwide.
CONTACT: Pentair
Investor Relations:
Todd Gleason, 763-656-5570
E-mail: [email protected]
or
Communications:
Rachael Jarosh, 763-656-5280
E-mail: [email protected]
SOURCE: Pentair