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Pentair Ltd. Announces Exchange Offer And Consent Solicitation Relating To 5.000% Senior Notes Issued By Pentair, Inc.





SCHAFFAUSEN, Switzerland, Nov. 19, 2012 PRNewswire/ -- Pentair Ltd. (NYSE: PNR) announced today that Pentair Finance S.A. ("PFSA"), a wholly-owned subsidiary of Pentair Ltd., has commenced an exchange offer (the "Exchange Offer") to exchange existing 5.000% senior notes due 2021 of Pentair, Inc., a wholly-owned, indirect subsidiary of Pentair Ltd, of which there are currently $500 million aggregate principal amount outstanding (the "Existing Notes"), for new 5.000% senior notes due 2021 of PFSA (the "New Notes"), upon the terms and subject to the conditions as set forth in an offering memorandum and consent solicitation statement (the "Offering Memorandum") and a related letter of transmittal.  The New Notes will be guaranteed as to payment of principal and interest by Pentair Ltd. The New Notes will be offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.

(Logo: http://photos.prnewswire.com/prnh/20120307/CG65728LOGO)

As further described in the Offering Memorandum, eligible holders of Existing Notes ("Eligible Holders") who validly tender Existing Notes prior to 5 p.m., New York City time, on December 3, 2012 (the "Early Tender Date"), will receive, for each $1,000 principal amount of Existing Notes tendered, $1,000 principal amount of New Notes and $10 in cash.  Eligible Holders who validly tender after the Early Tender Date, but at or before the Expiration Date (as defined below), will receive, for each $1,000 principal amount of Existing Notes tendered, $970 principal amount of New Notes and $10 in cash.  The Exchange Offer will expire at 11:59 p.m., New York City time, on December 17, 2012, unless extended or earlier terminated by PFSA (the "Expiration Date").

PFSA is also soliciting consents to amend the indenture governing the Existing Notes.  Eligible Holders of Existing Notes may give their consent to the proposed amendments only by tendering the Existing Notes in the Exchange Offer. 

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