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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d) OF
THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date
of earliest event reported): September 17, 2026
nVent
Electric plc
(Exact name of Registrant as specified in its
charter)
| Ireland |
|
001-38265 |
|
98-1391970 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
The
Mille, 1000 Great West Road,
8th Floor (East), London,
TW8 9DW, United
Kingdom
(Address of principal
executive offices)
Registrant's telephone
number, including area code: 44-20-3966-0279
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 |
| Ordinary
Shares, nominal value $0.01 per share |
NVT |
New
York Stock Exchange |
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).
¨
Emerging growth company
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
| Exhibit |
|
Description |
| 4.1 |
|
Term Loan Agreement, dated September 17, 2026, among nVent Electric plc, nVent Finance S.à r.l., Hoffman Schroff Holdings, Inc. and the lenders and agents party thereto. |
| |
|
|
| 4.2 |
|
Amendment No. 2, dated as of September 17, 2026, to Second Amended and Restated Credit Agreement, dated as of June 30, 2025, among nVent Electric plc, nVent Finance S.à r.l., Hoffman Schroff Holdings, Inc., the other affiliate borrowers from time to time party thereto and the lenders and agents party thereto. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 |