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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 15, 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. ☐
nVent Electric plc (the “Company”)
is disclosing under Item 8.01 of this Current Report on Form 8-K (this “Report”) the information contained in Exhibit 99.1,
which information is incorporated by reference herein.
Neither this Report nor the information filed
as Exhibit 99.1 hereto constitutes an offer to sell or a solicitation of an offer to buy securities, nor shall it constitute an offer,
solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
Cautionary Note Regarding Forward-Looking Statements
This Report contains “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. All
statements made about the acquisition of Maverick Power, LLC (“Maverick Power”), including the anticipated time for completing
the acquisition and the anticipated benefits of the acquisition, 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.
Among these factors are our ability to close and fund the Maverick Power acquisition on the expected terms and schedule, including obtaining
regulatory approvals and satisfying other closing conditions; our ability to integrate the Maverick Power acquisition successfully; our
ability to retain customers and employees of the acquired business; adverse effects on our business operations or financial results, including
the 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 military conflicts; 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
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 SEC, including our Annual Report on Form 10-K for the year
ended December 31, 2025 and our Quarterly Reports on Form 10-Q. All forward-looking statements speak only as of the date of
this Report. We assume no obligation, and disclaim any obligation, to update the information contained in this Report, whether as a result
of new information, future events or otherwise.
| 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 |
| |
|
|
| 99.1 |
|
Excerpts from Preliminary Prospectus Supplement |
| |
|
|
| 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 15, 2026.
| |
nVent Electric plc |
| |
Registrant |
| |
|
|
| |
By |
/s/ Gary L. Corona |
| |
|
Gary L. Corona |
| |
|
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Unless we have indicated otherwise or the context
otherwise requires, references in this Exhibit 99.1 to “nVent” are only to nVent Electric plc, an Irish public limited
company, references to “we,” “us” and “our” or similar terms are to nVent and its consolidated subsidiaries,
references to “nVent Finance” are to nVent Finance S.à r.l., a Luxembourg private limited liability company (société
à responsabilité limitée), and references to “Hoffman Schroff” are to Hoffman Schroff Holdings, Inc.,
a Delaware corporation.
Recent Developments
Proposed Acquisition of Maverick Power
On August 21, 2026, we entered into a membership
interest purchase agreement (the “Purchase Agreement”), pursuant to which Hoffman Schroff will acquire Maverick Power, LLC
(“Maverick Power”), for an aggregate purchase price of $1.75 billion, subject to customary adjustments. The transaction
also includes the potential additional consideration of up to $550 million in cash based on achieving certain performance metrics in 2027
and 2028.
Maverick Power is a leading manufacturer of engineered
power distribution and infrastructure solutions for data centers. Headquartered in McKinney, Texas with approximately 900 employees, Maverick
Power had revenues of approximately $527 million in the twelve months ended June 30, 2026.
We intend to use the net proceeds of this offering,
the new term loan financing (as defined below), the specified revolving financing (as defined below), cash on hand and, if necessary,
borrowings under the bridge facility (as defined below), to finance the Maverick Power acquisition and/or to pay related fees and expenses.
See “—Financing of Proposed Acquisition” and “Use of Proceeds.” We expect the Maverick Power acquisition
to close in the fourth quarter of 2026, subject to the satisfaction of certain customary closing conditions, including regulatory approvals.
The Purchase Agreement contains certain termination
rights for each party, including the right of each party to terminate the Purchase Agreement on or after November 20, 2026 if the
closing of the Maverick Power acquisition has not occurred on or before such date, subject to the right to extend such date to February 19,
2027 in certain circumstances. The consummation of the Maverick Power acquisition is not contingent upon the consummation of this offering,
and this offering is not contingent upon the consummation of the Maverick Power acquisition. See “Description of Notes—Special
Mandatory Redemption.”
Financing of Proposed Acquisition
In connection with the Purchase Agreement, Hoffman
Schroff, nVent and nVent Finance entered into a bridge facility commitment letter (as amended on or prior to the date of this prospectus
supplement, the “bridge facility commitment letter”) pursuant to which a group of financial institutions committed to provide
a senior unsecured bridge facility of up to $1,500.0 million (the “bridge facility”) for the purpose of financing a portion
of the purchase price for the Maverick Power acquisition and/or paying related fees and expenses. Unless we are unable to complete this
offering or consummate the new term loan financing and the specified revolving financing described below, we do not expect to borrow under
the bridge facility. See “Use of Proceeds.” The commitments under the bridge facility commitment letter will be reduced on
a dollar-for-dollar basis by the net proceeds from this offering, the new term loan financing and the specified revolving financing, each
described below.
Concurrently with the pricing of this offering,
Hoffman Schroff, nVent and nVent Finance intend to enter into a new term loan credit agreement (the “new term loan facility”)
with a syndicate of financial institutions, pursuant to which such financial institutions will commit to provide Hoffman Schroff with
a senior unsecured delayed draw term loan facility in an aggregate principal amount of $600.0 million with a three-year maturity.
However, we cannot provide any assurance that we will close such new term loan facility on the terms described herein or at all, or that
definitive documentation will be executed. Hoffman Schroff intends to borrow the full $600.0 million aggregate principal amount available
under the new term loan facility to finance a portion of the purchase price for the Maverick Power acquisition and/or to pay related fees
and expenses. The new term loan facility will be guaranteed by nVent and nVent Finance.
In addition, concurrently with the pricing of
this offering, Hoffman Schroff, nVent and nVent Finance intend to enter into an amendment to their existing revolving credit facility
to permit limited conditionality draws of up to an aggregate principal amount of $250.0 million (the “specified revolving facility”).
However, we cannot provide any assurance that we will close such specified revolving facility on the terms described herein or at all,
or that definitive documentation will be executed. Hoffman Schroff intends to use the full $250.0 million aggregate principal amount available
under the specified revolving facility to finance a portion of the purchase price for the Maverick Power acquisition and/or to pay related
fees and expenses. The specified revolving facility will be guaranteed by nVent and nVent Finance.
The availability of loans under the new term loan
facility and borrowings under the specified revolving facility will be subject to the satisfaction or waiver of certain conditions that
are substantially consistent with the conditions to the funding of the bridge facility, including (i) the closing of the Maverick
Power 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. Loans made under
the new term loan facility will rank equally in right of payment with the notes. We refer in this prospectus supplement to the funding
of the new term loan facility as the “new term loan financing” and the funding of the specified revolving facility as the
“specified revolving financing.”
Risks Relating to the Maverick Power Acquisition
We may not realize the anticipated benefits of the Maverick Power
acquisition and any benefit may take longer to realize than we expect.
The Maverick Power acquisition will involve the
integration of Maverick Power’s operations with our existing operations, and there are uncertainties inherent in such an integration.
We will be required to devote significant management attention and resources to integrating Maverick Power’s operations. Delays
or unexpected difficulties in the integration process could adversely affect our business, financial results and financial condition.
Even if we are able to integrate Maverick Power’s operations successfully, this integration may not result in the realization of
the full benefits of revenue synergies, cost savings and operational efficiencies that we expect or the achievement of these benefits
within a reasonable period of time or at all.
We could be subject to new risks, known and unknown, relating
to the Maverick Power acquisition.
We may experience risks, losses and damages associated with the Maverick
Power acquisition. The risks we could face include the following:
| · | the Maverick Power acquisition may lead to the incurrence of costs to review,
upgrade and integrate Maverick Power’s systems with our compliance and reporting systems, including our systems of internal control
over financial reporting. The process of integrating Maverick Power into our internal control over financial reporting could require significant
time and effort from our management and other personnel and could increase our compliance costs; and |
| · | the Maverick Power acquisition involves the inherent risk of liabilities,
and these liabilities may prove more costly or produce more adverse effects than we anticipate, such as actual or potential litigation
and regulatory matters. In addition, in the course of the due diligence review of Maverick Power, we may not have discovered, or may have
been unable to quantify, undisclosed liabilities of Maverick Power, and we may not be indemnified or have insurance for any of these liabilities.
Any such liabilities could have an adverse effect on our business, results of operations, financial condition and cash flows following
the completion of the Maverick Power acquisition. |
Any of these risks associated with the Maverick
Power acquisition could have a material adverse impact on our business, results of operations and financial condition.
Increased leverage may harm our financial condition and results
of operations.
As of June 30, 2026, we had $1,500.0 million
of total debt on a consolidated basis. We expect our indebtedness to increase materially in connection with the Maverick Power acquisition.
We intend to fund the Maverick Power acquisition with the net proceeds from this offering, the new term loan financing and the specified
revolving financing, for an aggregate amount of approximately $1,650.0 million of new indebtedness in connection with the Maverick
Power acquisition. We and our subsidiaries may incur additional indebtedness in the future and, subject to limitations on the amount of
secured indebtedness we may incur without securing the notes and other outstanding debt securities as described under “Description
of Notes”, the indenture that will govern the notes will not restrict us from incurring indebtedness in the future. This increase
and any future increases in our level of indebtedness will have several important effects on our future operations, including, without
limitation:
| · | we will have additional cash requirements to support the payment of interest
on our outstanding indebtedness; |
| · | increases in our outstanding indebtedness and leverage may increase our vulnerability
to adverse changes in general economic and industry conditions, as well as to competitive pressure; |
| · | our ability to obtain additional financing for working capital, capital expenditures,
general corporate and other purposes may be reduced; |
| · | our flexibility in planning for, or reacting to, changes in our business
and our industry may be reduced; and |
| · | our flexibility to make acquisitions and develop technology may be limited. |
Our ability to make payments of principal and
interest on our indebtedness, including the notes, depends upon our future performance, which will be subject to general economic conditions
and financial, business and other factors affecting our consolidated operations, many of which are beyond our control. If we are unable
to generate sufficient cash flow from operations in the future to service our debt and meet our other cash requirements, we may be required,
among other things:
| · | to seek additional financing in the debt or equity markets; |
| · | to refinance or restructure all or a portion of our indebtedness, including
the notes; |
| · | to sell selected assets or businesses; or |
| · | to reduce or delay planned capital or operating expenditures. |
Such measures might not be sufficient to enable
us to service our debt and meet our other cash requirements, including the notes. In addition, any such financing, refinancing or sale
of assets might not be available at all or on economically favorable terms.