Form 8-K nVent Electric plc For: Sep 17
Tweet
Share
E-mail
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date
of earliest event reported):
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
Registrant's telephone
number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
As previously disclosed, on August 21, 2026, nVent Electric plc (“nVent”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”), pursuant to which Hoffman Schroff Holdings, Inc., a subsidiary of nVent (“Hoffman”), will acquire Maverick Power, LLC (“Maverick Power”), for a purchase price of $1.75 billion, subject to customary adjustments (the “Acquisition”).
On September 17, 2026 (the “Effective Date”), in contemplation of the Acquisition, nVent and its subsidiaries nVent Finance S.à r.l. (“nVent Finance”) and Hoffman entered into a Term Loan Agreement (the “Loan Agreement”) with a syndicate of banks providing for a $600.0 million senior unsecured term loan facility (the “Term Loan Facility”). On the Effective Date, no loans were outstanding under the Term Loan Facility. Hoffman intends to borrow the full $600.0 million aggregate principal amount available under the Term Loan Facility to finance a portion of the purchase price for the Acquisition and/or to pay related fees and expenses. Beginning December 19, 2026 and ending on the earlier of the date on which the term loans under the Term Loan Facility are funded and the Commitment Termination Date (as defined below), ticking fees will accrue in an amount ranging from 0.10% to 0.20% per annum on the actual daily undrawn term loan commitment, based on, at Hoffman’s election, nVent’s net leverage ratio (the “Net Leverage Ratio”) or Hoffman’s public debt rating (or, if no such rating is then in effect, nVent’s most recently announced corporate, issuer or similar rating) (the “Debt Rating”).
The lenders’ commitment to make the Term Loan Facility available to Hoffman expires on the earliest of (the “Commitment Termination Date”) (i) the date that is the earliest of: (x) the date on which the Purchase Agreement is terminated pursuant to its terms, and (y) five business days after the “Termination Date” (as defined in the Purchase Agreement), (ii) the closing of the Acquisition pursuant to the Purchase Agreement with or without the use of the Term Loan Facility, (iii) the public announcement of the abandonment of the Acquisition by nVent or Hoffman, and (iv) the termination of the Purchase Agreement prior to the closing of the Acquisition or the termination of nVent’s or Hoffman’s obligations under the Purchase Agreement to consummate the Acquisition in accordance with the terms of the Purchase Agreement.
The Term Loan Facility is guaranteed by nVent and nVent Finance. The Term Loan Facility will bear interest at a rate equal to a base rate or the term secured overnight financing rate (“SOFR”) plus, in each case, an applicable margin. The applicable margin is based on, at Hoffman’s election, the Net Leverage Ratio or the Debt Rating. Interest on borrowings is payable quarterly in arrears with respect to borrowings made at the base rate or at the end of the applicable interest period with respect to borrowings made at SOFR, unless such interest period is longer than three months, in which case payment is due on each successive date three months after the first day of such period.
With certain exceptions, the Term Loan Facility will mature on the third anniversary of the date the term loans are made to Hoffman. Hoffman is permitted 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 the payment of customary breakage costs.
The Term Loan Facility contains financial covenants requiring nVent not to permit (i) the ratio of its consolidated debt (net of its consolidated unrestricted cash in excess of $5.0 million but not to exceed $250.0 million) to its consolidated net income (excluding, among other things, non-cash gains and losses) before interest, taxes, depreciation, amortization and certain other adjustments (“EBITDA”) on the last day of any period of four consecutive fiscal quarters (each, a “testing period”) to exceed 3.75 to 1.00 (or, at Hoffman’s election and subject to certain conditions, 4.25 to 1.00 for four testing periods in connection with certain material acquisitions) and (ii) the ratio of its EBITDA to its consolidated cash interest expense for the same period to be less than 3.00 to 1.00. In addition, subject to certain qualifications and exceptions, the Term Loan Facility also contains covenants that, among other things, restrict nVent’s ability to create liens, merge or consolidate with another person, make acquisitions and incur subsidiary debt.
The Term Loan Facility contains customary events of default. If an event of default occurs and is continuing, then the lenders may terminate any commitments to extend credit under the Term Loan Facility and declare all amounts outstanding under the Term Loan Facility due and payable immediately. In addition, in the case 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.
Additionally, on the Effective Date, the Company, nVent Finance and Hoffman entered into Amendment No. 2 (the “Amendment”) to that Second Amended and Restated Credit Agreement, dated as of June 30, 2025 (as amended prior to the Effective Date, the “Existing Credit Agreement”; the Existing Credit Agreement as further amended by the Amendment, the “Credit Agreement”), among the Company, nVent Finance, Hoffman and a syndicate of banks. The Amendment amends the Existing Credit Agreement to, among other things, add limited conditionality provisions to a $250.0 million sublimit of the revolving credit facility under the Credit Agreement to facilitate using such amount of the revolving credit facility to finance a portion of the Acquisition and/or to pay related fees and expenses. Both before and after giving effect to the Amendment, the Credit Agreement provides for the extension of revolving credit, term credit and other forms of financing arrangements in an aggregate principal amount outstanding from time to time of up to $875.0 million.
The availability of loans under the Term Loan Facility and borrowings under the revolving credit facility of the Credit Agreement pursuant to the Amendment will be subject to the satisfaction or waiver of certain conditions, including (i) the closing of the Acquisition substantially concurrently with the funding of such loans, (ii) the absence of a material adverse effect with respect to Maverick Power since August 21, 2026, (iii) the truth and accuracy in all material respects of certain representations and warranties, (iv) the receipt of certain certificates, and (v) the receipt of certain financial statements.
The descriptions of the Loan Agreement and the Amendment set forth above are qualified in their entirety by reference to the full text of the Loan Agreement and the Amendment filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The exhibits listed in the Exhibit Index below are filed as part of this report.
Exhibit Index
SIGNATURE
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 September 17, 2026.
| nVent Electric plc | ||
| Registrant | ||
| By | /s/ Gary L. Corona | |
| Gary L. Corona | ||
| Executive Vice President and Chief Financial Officer | ||
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA
XBRL TAXONOMY EXTENSION LABEL LINKBASE
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- nVent Electric (NVT) Declares $0.21 Quarterly Dividend; 0.5% Yield
- Eclipse Energy and Wood Validate Pathway to Low-Cost, Ultra-Low-Carbon Hydrogen from Depleted Oil Reservoirs
- Entrust Partners with The Cyber Helpline to Expand Support for Victims of Fraud and Cybercrime
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
