Pentair: Entry Into A Material Definitive Agreement

The following excerpt is from the company's SEC filing.

In anticipation of the change of jurisdiction of organization of Pentair Ltd. (the “Company”) from Switzerland to Ireland pursuant to a merger (the “Merger”) of the Company with and into Pentair plc, an Irish public limited company and subsidiary of the Company (“Pentair-Ireland”), on May 20, 2014, Pentair-Ireland and Pentair Investments Switzerland GmbH, a Swiss company that will be a subsidiary of Pentair-Ireland and the parent of PFSA (as defined below) after the Merger (“SwissCo”), entered into an Assumption and Accession Agreement, dated as of May 20, 2014 (the “Accession Agreement”), to acknowledge that, effective upon the Merger, Pentair-Ireland will assume all of the Company’s obligations as a guarantor, and SwissCo will become an additional guarantor, under the Credit Agreement, dated as of September 21, 2012, among Pentair Finance S.A., a Luxembourg public limited liability company and subsidiary of the Company (“PFSA”), the Company, various affiliates of the Company and the financial institutions party thereto, as amended.

The foregoing is only a summary of the terms of the Accession Agreement and is qualified in its entirety by reference to the Accession Agreement, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

In anticipation of the change of jurisdiction of organization of the Company from Switzerland to Ireland pursuant to the Merger, on May 20, 2014:

  •   Pentair, Inc., a Minnesota corporation and subsidiary of the Company (“Pentair, Inc.”), the Company, SwissCo, Pentair-Ireland and Wells Fargo Bank, National Association, as trustee (“Trustee”), entered into a Fifth Supplemental Indenture (the “Fifth Supplemental Indenture”) to the Senior Indenture, dated as of May 2, 2011, between Pentair, Inc. and Trustee, providing that, effective upon the Merger, Pentair-Ireland will assume the Company’s obligations as a guarantor, and SwissCo will be added as an additional guarantor, under the $127 million aggregate principal amount of outstanding Pentair, Inc. senior notes.

  •   On May 20, 2014, PFSA, the Company, SwissCo, Pentair-Ireland and Trustee entered into the Sixth Supplemental Indenture, dated as of May 20, 2014 (the “Sixth Supplemental Indenture”) to that certain Senior Indenture, dated as of September 24, 2012, between PFSA and Trustee providing that, effective upon the Merger, Pentair-Ireland will assume the Company’s obligations as a guarantor, and SwissCo will be added as an additional guarantor, under the $1,873 million aggregate principal amount of outstanding PFSA senior notes.

The foregoing is only a summary of the terms of the Fifth Supplemental Indenture and the Sixth Supplemental Indenture and is qualified in its entirety by reference to such Supplemental Indentures which are filed as Exhibits 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

The Company held its 2014 annual general meeting of shareholders on May 20, 2014. There were 193,576,105 common shares issued and outstanding at the close of business on April 30, 2014 and entitled to vote at the annual general meeting. A total of 159,799,776 common shares (83%) were represented at the annual general meeting.

The items voted upon at the annual general meeting and the results of the vote on each proposal were as follows:

To re-elect nine directors and elect one director for one-year terms expiring at the 2015 annual general meeting of shareholders. Each nominee for director was re-elected or elected, as applicable, by a vote of the shareholders as follows:

To elect Randall J. Hogan as Chairman of the board of directors to hold office until the 2015 annual general meeting of shareholders. Mr. Hogan was elected Chairman of the board of directors by a vote of the shareholders as follows:

To elect four incumbent directors as members of the compensation committee of the board of directors to hold office until the 2015 annual general meeting of shareholders. Each nominee to the compensation committee of the board of directors was elected by a vote of the shareholders as follows:

To elect Proxy Voting Services GmbH as the independent proxy at the 2015 annual general meeting of shareholders and also at any shareholder meeting that may be held prior to the 2015 annual general meeting of shareholders. Proxy Voting Services GmbH was elected as the independent proxy by a vote of the shareholders as follows:

To approve the 2013 annual report of the Company, the statutory financial statements of the Company for the year ended December 31, 2013 and the consolidated financial statements of the Company for the year ended December 31, 2013. The proposal was approved by a vote of the shareholders as follows:

Proposal 6. — Discharge of the Board of Directors and Executive Officers of the Company from Liability for the Year Ended December 31, 2013

To discharge the board of directors and executive officers of the Company from liability for their activities during the year ended December 31, 2013. The proposal was approved by a vote of the shareholders as follows:

To re-elect Deloitte AG as the Company’s statutory auditors until the next annual general meeting. The proposal was approved by a vote of the shareholders as follows:

To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014. The proposal was approved by a vote of the shareholders as follows:

To elect PricewaterhouseCoopers AG as the Company’s special auditors until the next annual general meeting. The proposal was approved by a vote of the shareholders as follows:

To approve the appropriation of results for the year ended December 31, 2013. The proposal was approved by a vote of the shareholders as follows:

To approve the conversion of reserves from capital contributions into free reserves in a total amount of $ 256 million and to appropriate them to distribute an ordinary cash dividend in the amount of $1.20 per share. Payment of the dividend will be made in four equal quarterly installments of $0.30 in each of the third and fourth quarters of 2014 and the first and second quarters of 2015 at such times and with such record dates as shall be determined by the board of directors of the Company. The proposal was approved by a vote of the shareholders as follows:

To approve by advisory vote, the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved by advisory vote by shareholders as follows:

The Company held an extraordinary general meeting of shareholders on May 20, 2014 to consider certain matters in connection with the Merger Agreement, dated as of December 10, 2013 (the “Merger Agreement”), between the Company and Pentair-Ireland, pursuant to which the Company effect the Merger, thereby changing the jurisdiction of organization of the Company from Switzerland to Ireland.

There were 193,576,105 common shares issued and outstanding at the close of business on April 30, 2014 and entitled to vote at the extraordinary general meeting. A total of 147,972,664 common shares (76%) were represented at the extraordinary general meeting.

The items voted upon at the extraordinary general meeting and the results of the vote on each proposal were as follows:

To approve the removal of the restriction on voting shares in excess of 20% less one share of the share capital of Pentair-Ireland contained in Pentair-Ireland’s articles of association to be adopted in connection with the Merger. The proposal was approved by a vote of the shareholders as follows:

To approve the reduction of the share premium of Pentair-Ireland to allow the creation of distributable reserves of Pentair-Ireland. The proposal was approved by a vote of the shareholders as follows:

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 20, 2014.

The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.

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