Pentair and Tyco Flow Control Announce Pricing of $900 Million of Tyco Flow Control Senior Notes
Pentair (NYSE: PNR) and Tyco Flow Control International Ltd. ("Flow Control") announced that Tyco Flow Control International Finance S.A., which will be a wholly-owned subsidiary of Flow Control ("Flow TIFSA"), priced $350 million of 1.875% senior notes due 2017 (the "2017 Notes") and $550 million of 3.150% senior notes due 2022 (the "2022 Notes", and together with the 2017 Notes, the "notes") in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the "Securities Act"), and in offshore transactions pursuant to Regulation S under the Securities Act. The 2017 Notes were priced at 99.835% and the 2022 Notes were priced at 99.687%. The notes will be unsecured and will be guaranteed as to payment by Flow Control. The offering is expected to close on September 24, 2012.
Flow TIFSA intends to use the proceeds from the offering to loan sufficient funds to Pentair to enable it to redeem $500 million of its senior unsecured notes following the completion of the planned merger (the "Merger") of Pentair with a wholly-owned, indirect subsidiary of Flow Control following the planned spin-off (the "Spin-off") of Flow Control from its parent company, Tyco International Ltd. ("Tyco"). Flow TIFSA also intends to make a cash payment to Tyco to repay certain intercompany obligations entered into in connection with the Spin-off and the Merger. The proceeds of the offering will be placed into escrow accounts pending completion of the Spin-off and Merger.
The notes have not been registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall there be any sale of the notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
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