Pentair Ltd. Announces Final Results of the Exchange Offer and Consent Solicitation Relating to 5.000% Senior Notes Issued by

    Pentair Ltd. Announces Final Results of the Exchange Offer and Consent
     Solicitation Relating to 5.000% Senior Notes Issued by Pentair, Inc.

PR Newswire

SCHAFFHAUSEN, Switzerland, Dec. 18, 2012

SCHAFFHAUSEN, Switzerland, Dec. 18, 2012 /PRNewswire/ -- Pentair Ltd. (NYSE:
PNR) announced today the final results of the previously announced exchange
offer (the "Exchange Offer") by Pentair Finance S.A. ("PFSA"), a wholly-owned
subsidiary of Pentair Ltd., to exchange existing 5.000% senior notes due 2021
of Pentair, Inc., a wholly-owned, indirect subsidiary of Pentair Ltd., of
which there was $500 million aggregate principal amount issued (the "Existing
Notes"), for new 5.000% senior notes due 2021 of PFSA (the "New Notes"). PFSA
has been advised by D.F. King & Co., Inc., the exchange agent for the Exchange
Offer, that holders of 74.61% of the principal amount of Existing Notes had
validly tendered pursuant to the terms of the Exchange Offer prior to the
11:59 p.m. December 17, 2012 expiration date (the "Expiration Date"). The
settlement date for the Exchange Offer will occur promptly following the
Expiration Date and is expected to occur today, December 18, 2012.

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In addition, pursuant to the terms of the previously announced consent
solicitation, PFSA received the requisite consents from holders of Existing
Notes to amend certain provisions of the indenture governing the Existing
Notes.

Under the terms of the Exchange Offer, eligible holders of Existing Notes who
had validly tendered at or before the Expiration Date will receive, for each
$1,000 principal amount of Existing Notes tendered, $1,000 principal amount of
New Notes and $10 in cash.

The New Notes were offered only to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933. The New Notes have not been
registered under the Securities Act of 1933 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 New Notes, nor shall
there be any sale of the New 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.

FORWARD-LOOKING STATEMENTS
This press release contains statements that Pentair believes to be
"forward-looking statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. All statements other than statements of
historical fact, including, without limitation, statements regarding the
anticipated benefits of the merger or Pentair's anticipated financial results,
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", "should", "would", "expect", "positioned", "strategy", "future" 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 Pentair's control,
which could cause actual results to differ materially from those expressed or
implied by such forward-looking statements. These factors include the ability
to successfully integrate Pentair and the flow control business and achieve
expected benefits from the merger; overall global economic and business
conditions; competition and pricing pressures in the markets Pentair serves;
the strength of housing and related markets; volatility in currency exchange
rates and commodity prices; inability to generate savings from excellence in
operations initiatives consisting of lean enterprise, supply management and
cash flow practices; increased risks associated with operating foreign
businesses; the ability to deliver backlog and win future project work;
failure of market to accept new product introductions and enhancements; the
impact of changes in laws and regulations, including those that limit U.S. tax
benefits; the outcome of litigation and governmental proceedings; and the
ability to achieve Pentair's long-term strategic operating goals. Additional
information concerning these and other factors is contained in Pentair's
filings with the U.S. Securities and Exchange Commission, including in
Pentair's Quarterly Report on Form 10-Q for the quarter ended September 29,
2012. All forward-looking statements speak only as of the date of this press
release. Pentair assumes no obligation, and disclaims any obligation, to
update the information contained in this press release.

ABOUT PENTAIR LTD.
Pentair (www.pentair.com) delivers industry-leading products, services and
solutions for its customers' diverse needs in water and other fluids, thermal
management and equipment protection. With pro forma revenues of approximately
$8 billion, Pentair employs more than 30,000 people worldwide.

PENTAIR CONTACTS:
Jim Lucas
Vice President, Investor Relations
Tel.: (763) 656-5575
E-mail: jim.lucas@pentair.com

Betsy Day
Manager, Corporate Communications
Tel.: 763-656-5537
Email: betsy.day@pentair.com

SOURCE Pentair Ltd.

Website: http://www.pentair.com
 
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