nVent Electric plc (NYSE:NVT) (“nVent”) today announced that nVent Finance S.à r.l. (“nVent Finance”), a wholly-owned subsidiary of nVent, priced a public offering of $500.0 million of 5.650% senior notes due 2033. The notes will be fully and unconditionally guaranteed as to payment of principal and interest by nVent. The offering is expected to close on May 3, 2023, subject to customary closing conditions.
nVent Finance and nVent intend to enter into a new loan agreement with a syndicate of financial institutions in April 2023, pursuant to which such financial institutions will commit to provide nVent Finance with a senior unsecured term loan facility in an aggregate principal amount of $300.0 million with a five-year maturity (the “term loan facility”). However, neither nVent Finance nor nVent can provide any assurance that the term loan facility will close or with respect to the definitive terms or documentation thereof. nVent Finance and nVent intend to use the net proceeds of the offering and the proposed term loan facility, together with cash on hand and/or borrowings under their revolving credit facility, and, if necessary, borrowings under the committed bridge facility to finance the acquisition of ECM Investors, LLC, the parent company of ECM Industries, LLC (“ECM Industries”), for $1.1 billion and to pay related fees and expenses. nVent Finance and nVent intend to use the remainder of the net proceeds from the offering, if any, for general corporate purposes.
The offering is not contingent upon the closing of the ECM Industries acquisition. If 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 may be extended), nVent Finance will be required to redeem all of the notes then outstanding at a redemption price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the date of redemption.
J.P. Morgan Securities LLC, BofA Securities, Inc. and Citigroup Global Markets Inc. are the joint lead active book-running managers for the offering. The offering is being made only by means of a prospectus supplement and accompanying prospectus, which are part of an effective shelf registration statement that nVent Electric plc and nVent Finance S.à r.l. filed with the Securities and Exchange Commission, copies of which may be obtained by calling J.P. Morgan Securities LLC collect at (212) 834-4533, calling BofA Securities, Inc. toll-free at (800) 294-1322 or emailing at firstname.lastname@example.org or calling Citigroup Global Markets Inc. toll-free at (800) 831-9146 or e-mailing at email@example.com. An electronic copy of the prospectus supplement and accompanying prospectus is available from the Securities and Exchange Commission’s website at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any sale of these securities 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.
nVent is a leading global provider of electrical connection and protection solutions. We believe our inventive electrical solutions enable safer systems and ensure a more secure world. We design, manufacture, market, install and service high performance products and solutions that connect and protect some of the world's most sensitive equipment, buildings and critical processes. We offer a comprehensive range of enclosures, electrical connections and fastening and thermal management solutions across industry-leading brands that are recognized globally for quality, reliability and innovation. Our principal office is in London and our management office is in Minneapolis. Our robust portfolio of leading electrical product brands dates back more than 100 years and includes nVent CADDY, ERICO, HOFFMAN, RAYCHEM, SCHROFF and TRACER.
nVent, CADDY, ERICO, HOFFMAN, RAYCHEM, SCHROFF and TRACER are trademarks owned or licensed by nVent Services GmbH or its affiliates.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact are forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “forecasts,” “should,” “would,” “could,” “positioned,” “strategy,” “future,” “are confident,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include our ability to close and fund the ECM Industries acquisition on the expected terms and time schedule, including obtaining regulatory approvals and satisfying other closing conditions; our ability to integrate the ECM Industries acquisition successfully; our ability to retain customers and employees of the acquired business; adverse effects on our business operations or financial results, including due to overall global economic and business conditions impacting our business; the ability to achieve the benefits of our restructuring plans; the ability to successfully identify, finance, complete and integrate acquisitions; competition and pricing pressures in the markets we serve, including the impacts of tariffs; volatility in currency exchange rates, interest rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; inability to mitigate material and other cost inflation; risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging and transportation; increased risks associated with operating foreign businesses, including risks associated with the conflict between Russia and Ukraine and related sanctions; the ability to deliver backlog and win future project work; failure of markets to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the impact of the novel coronavirus 2019 (“COVID-19”) pandemic; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating goals. Additional information concerning these and other factors is contained in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2022. All forward-looking statements speak only as of the date of this press release. nVent assumes no obligation, and disclaims any obligation, to update the information contained in this press release.