ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
The Notes were issued under an Indenture (the "Base Indenture"), dated as of
The Fourth Supplemental Indenture and form of the Note, which is included
therein, provide, among other things, that the Notes bear interest at a rate of
2.750% per year (payable semi-annually in arrears on
The Company intends to use the net proceeds from the Offering, together with
cash on hand, to fund the redemption of all of nVent Finance's
At any time prior to
The Fourth Supplemental Indenture contains customary events of default. If an event of default occurs and is continuing with respect to the Notes, then the Trustee or the holders of at least 25% of the principal amount of the outstanding Notes of that series may declare the Notes of that series to be due and payable immediately. In addition, in the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization, all outstanding Notes will become due and payable immediately without any declaration or other act on the part of the Trustee or the holders of the Notes.
The descriptions of the Base Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture set forth above are qualified by reference to the Base Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
ITEM 8.01 Other Events.
The Notes and the Guarantee are registered under the Securities Act of 1933, as
amended, pursuant to a Registration Statement on Form S-3 (Registration No. 333-
260579) that the Company and nVent Finance filed with the
ITEM 9.01 Financial Statements and Exhibits.
(a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits. The following exhibits are filed herewith: Exhibit Description 4.1 Indenture, dated as ofMarch 26, 2018 , among nVent Finance S.à r.l,nVent Electric plc andU.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Amendment No. 4 to the Registration Statement on Form 10 ofnVent Electric plc filed with theCommission onMarch 26, 2018 (File No. 001-38265)). 4.2 Third Supplemental Indenture, dated as ofApril 30, 2018 , among nVent Finance S.à r.l,nVent Electric plc andU.S. Bank National Association (incorporated by reference to Exhibit 4.1 in the Current Report on Form 8-K ofnVent Electric plc filed with the Commission onApril 30, 2018 (File No. 001-38265)). 4.3 Fourth Supplemental Indenture, dated as ofNovember 23, 2021 , among nVent Finance S.à r.l. (as Issuer),nVent Electric plc (as Parent and Guarantor) andU.S. Bank National Association (as Trustee). 5.1 Opinion ofFoley & Lardner LLP with respect to the Notes and Guarantee. 5.2 Opinion of Allen & Overy, société en commandite simple (inscrite au barreau de Luxembourg), with respect to the Notes. 5.3 Opinion ofArthur Cox LLP with respect to the Guarantee issued bynVent Electric plc . 23.1 Consent ofFoley & Lardner LLP (included in Exhibit 5.1). 23.2 Consent of Allen & Overy, société en commandite simple (inscrite au barreau de Luxembourg), (included in Exhibit 5.2). 23.3 Consent ofArthur Cox LLP (included in Exhibit 5.3). 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).
© Edgar Online, source