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

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.

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