01—Abstract
Summary
Summary of the 8-K filed August 6, 2024. Cited figures are marked; the original filing is the authoritative source.
On July 31, 2024, nVent Electric plc ("nVent") entered into a Share and Asset Purchase Agreement with BCP Acquisitions LLC ("Buyer"), an affiliate of funds managed by Brookfield Asset Management, to sell its Thermal Management business (the "Business") for an aggregate purchase price of $1.70 billiona in cash, plus the assumption by Buyer of certain specified liabilities of the Business.
The Purchase Price is subject to adjustment for net working capital against a specified target, increased by cash and decreased by indebtedness as of the closing. Closing is subject to customary conditions, including completion of a pre-closing reorganization, expiration or termination of the Hart-Scott-Rodino waiting period, receipt of certain antitrust and foreign direct investment approvals without a "Burdensome Condition," and the absence of any law or order prohibiting the transaction. Closing will occur on the tenth business day after all conditions are satisfied or waived.
Either party may terminate if closing has not occurred by April 30, 2025, and Buyer agrees to pay nVent a termination fee of $136 millionb in specified circumstances, such as a Buyer breach or failure to close when required. The agreement includes customary representations, warranties, and covenants, including interim operating covenants, reasonable best efforts obligations on regulatory approvals, a non-compete restricting nVent and its affiliates from competing with the Business (subject to exceptions), and indemnification rights for certain tax and assumed or retained liabilities.
Buyer has obtained representations and warranties insurance covering certain breaches by nVent, subject to deductibles, exclusions, and policy limits. The filing refers to the full Purchase Agreement as Exhibit 2.1.
02—Key points
Key Highlights
- nVent agreed to sell its Thermal Management business to BCP Acquisitions LLC, an affiliate of funds managed by Brookfield Asset Management, under a Share and Asset Purchase Agreement dated July 31, 2024.
- Aggregate purchase price is $1.70 billion in cash, plus assumption of certain specified Business liabilities, subject to net working capital, cash, and indebtedness adjustments at closing.
- Closing is conditioned on expiration of the HSR waiting period, certain foreign antitrust and foreign direct investment approvals without a Burdensome Condition, completion of a pre-closing reorganization, and absence of prohibiting laws or orders.
- Either party may terminate if closing has not occurred by April 30, 2025.
- Buyer will pay nVent a $136 million termination fee in specified circumstances, including Buyer breach or failure to close when required.
- Buyer obtained representations and warranties insurance covering certain breaches of nVent's representations, subject to deductibles, exclusions, and policy limits.
- nVent and its affiliates are generally prohibited from competing with the divested Business, subject to certain exceptions.
03—Questions
Frequently Asked Questions
What is nVent selling and for how much?
nVent agreed to sell its Thermal Management business to BCP Acquisitions LLC for an aggregate purchase price of $1.70 billion in cash, plus Buyer's assumption of certain specified liabilities, subject to adjustments.
Who is the buyer?
The buyer is BCP Acquisitions LLC, described as an affiliate of funds managed by Brookfield Asset Management.
What conditions must be met before the sale closes?
Closing requires accuracy of representations and performance of covenants by the other party, completion of a pre-closing reorganization, expiration or termination of the HSR waiting period, certain foreign antitrust and foreign direct investment approvals without a Burdensome Condition, and no prohibiting law or order. Closing occurs on the tenth business day after conditions are satisfied or waived.
What happens if the deal does not close?
Either party may terminate if closing has not occurred by April 30, 2025, subject to a breach-related limitation. Buyer will pay nVent a $136 million termination fee if the agreement is terminated due to specified Buyer breaches or Buyer's failure to close when required.
What protections does the buyer have against undisclosed liabilities?
The buyer has obtained representations and warranties insurance covering certain breaches of nVent's representations and warranties, subject to deductibles, exclusions, policy limits, and other terms. The agreement also includes indemnification rights for certain tax liabilities and liabilities assumed or retained by each party.
04—Continue