Pentair, Inc.

views updated May 14 2018

Pentair, Inc.

Waters Edge Plaza
1500 Country Road B2 West
St. Paul, MN 55113-3105
U.S.A.
(612) 636-7920
Fax: (612) 639-5203

Public Company
Incorporated: 1966 as Pentair Industries Incorporated
Employees: 8,300
Sales: $1.23 billion
Stock Exchanges: NASDAQ
SICs: 3981 Diversified Conglomerate; 3553 Woodworking Machinery; 3482 Small Arms Ammunition; 2678 Stationery Products

A diversified manufacturer of industrial equipment, water pumps, power tools, sporting ammunition, and premium-grade paper, Pentair, Inc. is a top-performing Fortune 500 company that holds from 10 to 30 percent market share in many of its businesses. Its enviable record of growth (since 1969, return on common equity has averaged 17 percent) is due to its highly distinctive, corporate strategy of buying underperforming—even floundering—concerns and then implementing capital and management improvements to effect quick turnarounds. In the early years of the company’s history, the plan was adopted for purposes of sheer survival; as the company prospered despite periods of debt load, it became apparent that regular acquisitions through leveraged financing would be the company’s mainstay. Firmly committed to both shareholders and employees, Pentair has rebuffed three takeover attempts during its history and has pledged to remain independent and devoted to long-term growth. Pentair divides its ten subsidiaries into three groups: Specialty Products, General Industrial Equipment, and Paper. Autonomously operated, subsidiaries in these groups (which include market leaders Cross Pointe Paper Corporation, Delta International Machinery Corporation, and Hoffman Engineering Company) maintain 24 locations in the North America and Europe.

Pentair was founded in July 1966 in Arden Hills, Minnesota, as a five-person partnership for the purpose of manufacturing high-altitude research balloons. The partners, three engineers, a foreman, and a salesman—all former employees of a local branch of Litton Industries—incorporated as Pentair Industries, Inc. in August and completed an initial public offering in January 1967 to sustain their seriously undercapitalized business. Further complicating matters at the time was the lagging market for inflatables. Following the guidance of cofounder and acting manager Murray Harpole, the company decided to purchase a neighboring, virtually bankrupt business for the small sum of $14,500. With some modest engineering applications this new venture, the American Thermo-Vac Company, promised at least one saleable product: vacuum-formed, high-quality canoes. By the fall of that year red-and-white “Penta Craft” canoes were being successfully manufactured and sold. However, both the canoe and inflatables businesses were fraught with problems; by the end of 1967, the company had few assets, zero profits, and little direction.

As Del Marth later reported, “By June, 1968, before Pentair was two years old, the corporate dream had become a nightmare. The company had no product to speak of, it was nearly out of money, one cofounder had died and three others had abandoned the venture.” What sustained the company was Harpole’s pledge to commit himself entirely to the business for at least five years—this and the entry of high-risk investor Ben Westby. Although Westby did not formally join the company until May 1968, he had been in close contact with Harpole for some time and had accompanied the founder on a business trip to Wisconsin, to consider the purchase of then debt-ridden, privately-owned Peavey Paper Mills, Inc.

A manufacturer of absorbent tissue paper, Peavey was acquired in June and became Pentair’s first wholly owned subsidiary. The deal that Westby and Harpole had arranged was important for two reasons. First was the low cost: $10,000 down, $20,000 due in one year, and an additional five percent of after-tax profits for the first five years. Second, and most importantly, was the paper mill’s potential: annual sales of $4 million in its current state of disrepair and mismanagement. Of course, with this ostensibly one-of-a-kind deal came a particularly painful and hidden price: Peavey’s $1.5 million in debt. Despite this preventable surprise, a lesson in cautious and thorough research, the acquisition was made profitable within three months due primarily to Harpole’s management and labor-negotiation skills. The purchase also left Pentair free to divest itself of its first two, nonproducing businesses. Now a viable paper company with substantial assets, Pentair began attracting considerable notice from the investment community and, with both a three-year Procter & Gamble contract and a preliminary agreement to acquire a Trinidad paper mill, Pentair closed the year on a high note.

In 1969, due to Pentair’s new status as an acquisition-oriented, “international corporation,” company stock soared from $2 per share to $25 and a 3-for-l split was declared. Before the end of the year, however, operations at the Trinidad paper mill were halted due to social and political unrest in that country. The contract with Procter & Gamble to produce absorbent wadding for use in its disposable Pampers fueled the company’s growth for the next few years. Still Harpole and Westby considered Pentair’s position was still tenuous. Ensuing diversifications into leather goods, meat-rendering, and computer software by and large failed to give the company the stability required for uninterrupted long-term growth. Then came the acquisitions of Niagara of Wisconsin Paper, Miami Paper, and Flambeau Paper Corporations, in 1972, 1974, and 1978, respectively. Initial annual sales for the three totaled some $90 million. Although Pentair had sold Peavey in 1976 due to plant and market limitations, it had now affirmed itself as a major supplier of coated groundwood, book grade, and commercial printing papers, producing some 350,000 tons annually. The company signaled its arrival as a major corporation by declaring its first quarterly cash dividend in 1976. Four years earlier it had sustained a debt-to-equity ratio of greater than 7-to-l, but by 1979, after paying down debt with paper profits, it had more than reversed the numbers and gained some valuable banking partners in the process.

The 1970s were also notable for several management developments, including the departure of Westby in 1974 and the hiring of D. Eugene Nugent, an ITT executive, as vice president of operations in 1975. Harpole, singularly aware that tenacious and disciplined management had become the key to Pentair’s success, handpicked Nugent as his likely successor. Both agreed that maintaining a lean corporate staff, which then numbered only ten despite more than 1,000 employees and widespread operations, would be a continuing goal for the company. (Management actually became proportionally leaner as employee levels continued to rise.) As Jeffrey Trachtenberg stated, reporting on Nugent’s management style for Forbes in 1984, “big corporation management stifles risk-taking at the operational level. Pentair’s setup is that of a slim holding company running herd over a pack of operating subsidiaries.... It pushes decision-making out where it belongs, among the operating managers.”

The “pack” Trachtenberg referred to was the early fruition of a carefully thought out strategy by Harpole and Nugent to diversify into industrial products manufactured primarily for industrial users. As early as 1978 the two had commenced their search for such businesses to offset the capital-intensive paper group, which, led by Niagara, nonetheless represented a fairly consistent source of cash flow. According to Harpole, whose Living the American Dream recounts the corporation’s history, he and Nugent “had to be successful on their first venture because the investment community was skeptical of our ability to expand beyond paper.” The initial goal was for a company with annual sales of $25 to $100 million, preferably floundering and consequently available at a bargain price. Unfortunately, the realization of the goal was postponed, largely due to a time-consuming battle against a takeover threat by Steak and Ale founder Peter Wray, an attempt which ended only after Pentair agreed to a $4.5 million settlement in early 1981. By the middle of that year Pentair had researched and considered more than 125 manufacturers before deciding in October to acquire Porter-Cable Corporation (the portable power tools division of Rockwell International) of Jackson, Tennessee, for $16 million. Another debt-laden—but revenue-heavy—paper mill acquisition in 1983 and the 1984 purchase of Rockwell’s woodworking machinery division renamed Delta International, boosted earnings to $21 million on annual sales of $545 million, vaulting the paper-and-tools company into the Fortune 500 rankings. The company had flourished beyond anyone’s expectations.

With Nugent established as CEO and Harpole imparting a legacy stretching well beyond his retirement as chairperson in 1986, Pentair fortified itself for years to come with additional forays into industrial products, beginning with the acquisition of McNeil Corporation and its two major divisions: Lincoln, a St. Louis-based maker of lubricating products and automotive service equipment, and F. E. Myers, an Ohio-based producer of water pumps. Lincoln was eventually split into Lincoln Automotive and Lincoln Industrial. The transaction expanded the industrial group considerably, so that it now accounted for 32 percent of sales and 43 percent of operating profits. In 1988 Pentair completed one of its largest purchases, that of Federal-Hoffman Corporation (FC Holdings, Inc.), a Minnesota-based manufacturer of sports ammunition as well as metal and composite electrical enclosures. Divided into Federal Cartridge and Hoffman Engineering, FC Holdings commanded $300 million in annual sales, or nearly 40 percent of Pentair’s total sales for the previous year. Now, a decade after its stated objective to strengthen through diversification, the company had reduced its dependency on paper sales to just 30 percent while multiplying its total equity tenfold.

Late in 1985, the company announced an ambitious $400 million joint venture between Pentair and Minnesota Power of Duluth to form Lake Superior Paper Industries (LSPI). The venture was to be the company’s first sustained “ground floor up” business, with the culmination of years of technical expertise, industry-specific knowledge, and financial clout put to the test. LSPI, the newest and most efficient paper mill in North America, began start-up operations in late 1987 and, by March of 1988, was producing supercalendered, publication-grade paper (SCA) for a highly competitive U.S. market. The difficulty of the market and the huge capital outlay worried investors from the start. However, “while others either wrung their hands or snickered,” wrote Alyssa Lappen for Forbes, “Nugent pressed ahead with a capital investment project that now claims customers ranging from Sears and J. C. Penney to Rolling Stone. Foreign competitors like West Germany’s Haindl Papier and Feldmuhle have been squeezed, while more customers line up for Pentair’s paper every day.” In its second year of operations, LSPI was operating at 87 percent of its 245,000 ton-per-year capacity and had positioned itself as the domestic leader of SCA. By the end of 1991, production had risen to 93 percent and earnings had increased 58 percent over 1990 levels.

In 1992 Winslow Buxton, former president of Niagara of Wisconsin, succeeded Nugent as CEO. One of his short-term goals, inherited from Nugent, is to acquire another manufacturing company (with sales from $200 to $500 million) while elevating overall corporate sales to $2 billion by 1996. Sales growth in 1990 of only 1 percent and a fractional sales loss in 1991 make such an acquisition a near imperative, given Pent-air’s history. In a June 1992 article “Pentair on the Prowl,” Susan E. Peterson reported that “the company has investigated more than 150 possible candidates in the past 18 months but has had a tougher time finding a suitable match than during past acquisition searches.” The search continues into 1993, past Nugent’s target date of late 1992. For investors, the delay will no doubt be worth it: Pentair, with a 17.7 percent compounded dividend return since 1976, has earned high esteem from shareholders and analysts alike. Market-maker Piper Jaffray raised its opinion of Pentair stock (PNTA) to “buy” in January after determining that current trading levels were low, especially given a projected 8.5 percent growth in earnings for 1993. “We believe,” the report states, “that as PNTA continues to de-emphasize its coated paper businesses and report significant gains in its industrial businesses, the analytical focus and price/ earnings ratio will reflect the underlying performance of the core, non-paper businesses.”

Regardless of whether divestitures of one or more of the company’s paper mills will result from the impending industrial acquisition, Pentair maintains its commitment to its trademark leverage strategy. “There’s a lesson to be learned,” writes Jill Fraser, “from Pentair’s highly disciplined approach to leverage. It has adhered rigidly to five basic principles: buy cheap; raise productivity fast; utilize cash flow from existing businesses to pay down debt; shun junk bonds; and above all, protect existing relations with bankers.” This is the strategy that will sustain Pentair well into the 21st century. The markets it serves—industrial, construction, woodworking, automotive, recreation, consumer, and printing—may change, but its hard-won policies will undoubtedly remain much the same.

Principal Subsidiaries

Cross Pointe Paper Corporation; Delta International Machinery Corporation; Federal Cartridge Company; Hoffman Engineering Company; F. E. Myers Co.; Niagara of Wisconsin Paper Corporation; Porter-Cable Corporation; Lincoln Automotive; Lincoln Industrial; Lake Superior Paper Industries (50%).

Pentair, Inc.

views updated May 21 2018

Pentair, Inc.

5500 Wayzata Boulevard, Suite 800
Golden Valley, Minnesota 55416-1259
U.S.A.
Telephone: (763) 545-1730
Toll Free: (800) 328-9626
Fax: (763) 656-5400
E-mail: [email protected]
Web site: http://www.pentair.com

Public Company
Incorporated: 1966 as Pentair Industries Incorporated
Employees: 14,700
Sales: $2.95 billion (2005)
Stock Exchanges: New York
Ticker Symbol: PNR
NAIC: 332919 Other Metal Valve and Pipe Fitting Manufacturing; 333319 Other Commercial and Service Industry Machinery Manufacturing; 333991 Pump and Pumping Equipment Manufacturing; 334512 Automatic Environmental Control Manufacturing for Residential, Commercial, and Appliance Use; 334419 Other Electronic Component Manufacturing

Pentair, Inc. is a diversified manufacturer that divides its operations into two operating units: the Water Group and the Technical Products Group. The Water Group, which generates nearly three-quarters of the company's revenues, specializes in water pumps and systems, pool and spa equipment and accessories, and water filtration products. It operates 25 manufacturing plants in the United States and another 22 located in 11 other countries. The Technical Products Group produces electrical and electronic enclosures and thermal management products, operating 16 plants in the United States and six other countries. More than 82 percent of Pentair's revenues originate in the United States and Canada, while another 13 percent originates in Europe. After an abortive start as a maker of hot-air balloons, Pentair focused on the paper industry from the late 1960s into the 1980s when a diversification drive brought the firm into several new industries: tools, lubrication equipment, vehicle service equipment, water pumps, and enclosures. After the divestment of the cyclical paper business in 1995, Pentair went on an acquisition spree in the late 1990s and early 2000s that concentrated mainly on building up its water technology operations. The company further narrowed its focus by divesting its lubrication and service equipment businesses in 2001 and its tools operations in 2004.

BALLOONS, THEN CANOES, THEN PAPER

Pentair was founded in July 1966 in Arden Hills, Minnesota, as a five-person partnership with the purpose of manufacturing high-altitude research balloons (hence the name pent air ). The company founders—three engineers, a foreman, and a salesman—were all former employees of a local branch of Litton Industries. The partners incorporated as Pentair Industries, Inc., in August and completed an initial public offering in January 1967 to sustain their seriously undercapitalized business. Further complicating matters at the time was the lagging market for inflatables. Following the guidance of cofounder and acting manager Murray Harpole, the company decided to purchase a neighboring, virtually bankrupt business for the small sum of $14,500. With some modest engineering applications this new venture, the American Thermo-Vac Company, promised at least one saleable product: vacuum-formed, highquality canoes. By the fall of that year red-and-white Penta Craft canoes were being successfully manufactured and sold. However, both the canoe and inflatables businesses were fraught with problems; by the end of 1967, the company had few assets, zero profits, and little direction.

As Del Marth later reported, "By June, 1968, before Pentair was two years old, the corporate dream had become a nightmare. The company had no product to speak of, it was nearly out of money, one cofounder had died and three others had abandoned the venture." What sustained the company was Harpole's pledge to commit himself entirely to the business for at least five years and the entry of high-risk investor Ben Westby. Although Westby did not formally join the company until May 1968, he had been in close contact with Harpole for some time and had accompanied the founder on a business trip to Wisconsin, to consider the purchase of then debt-ridden, privately owned Peavey Paper Mills, Inc.

A manufacturer of absorbent tissue paper, Peavey was acquired in June and became Pentair's first wholly owned subsidiary. The deal that Westby and Harpole had arranged was important for two reasons. First was the low cost: $10,000 down, $20,000 due in one year, and an additional 5 percent of after-tax profits for the first five years. Second, and most important, was the paper mill's potential: annual sales of $4 million even in its current state of disrepair and mismanagement. Of course, with this ostensibly one-of-a-kind deal came a particularly painful and hidden price: Peavey's $1.5 million in debt. Despite this preventable surprise, a lesson in cautious and thorough research, the acquisition was made profitable within three months due primarily to Harpole's management and labor-negotiation skills. The purchase also left Pentair free to divest itself of its first two, nonproducing businesses. Now a viable paper company with substantial assets, Pentair began attracting considerable notice from the investment community and, with both a three-year Procter & Gamble Company contract and a preliminary agreement to acquire a Trinidad paper mill, Pentair closed the year on a high note.

PAPER ACQUISITIONS

In 1969, because of Pentair's new status as an acquisition-oriented, international corporation, company stock soared from $2 per share to $25 and a 3-for-1 split was declared. Before the end of the year, however, operations at the Trinidad paper mill were halted because of social and political unrest in that country. The contract with Procter & Gamble to produce absorbent wadding for use in its disposable Pampers fueled the company's growth for the next few years. Still, Harpole and Westby considered Pentair's position tenuous. Ensuing diversifications into leather goods, meat-rendering, and computer software by and large failed to give the company the stability required for uninterrupted long-term growth. Then came the acquisitions of Niagara of Wisconsin Paper, Miami Paper, and Flambeau Paper Corporations, in 1972, 1974, and 1978, respectively. Initial annual sales for the three totaled some $90 million. Although Pentair had sold Peavey in 1976 because of plant and market limitations, it had established itself as a major supplier of coated groundwood, book grade, and commercial printing papers, producing some 350,000 tons annually.

Pentair signaled its arrival as a major corporation by declaring its first quarterly cash dividend in 1976. Four years earlier the company had sustained a debt-to-equity ratio of greater than 7-to-1, but by 1979, after paying down debt with paper profits, it had more than reversed these numbers and gained some valuable banking partners in the process.

COMPANY PERSPECTIVES

In 2001, Pentair began focusing on its operating practices through three key strategic initiatives: cash flow, supply management, and lean enterprise. Today, Pentair's operating disciplines drive greater employee safety, higher quality, faster delivery, lower cost, and higher cash flow. Based on three lean enterprise platforms—supply management, cash management, and lean operations—these disciplines continue to advance productivity in all aspects of our business.

The 1970s were also notable for several management developments, including the departure of Westby in 1974 and the hiring of D. Eugene Nugent, an ITT executive, as vice-president of operations in 1975. Harpole, singularly aware that tenacious and disciplined management had become the key to Pentair's success, handpicked Nugent as his likely successor. Both agreed that maintaining a lean corporate staff, which then numbered only ten despite more than 1,000 employees and widespread operations, would be a continuing goal for the company. (Management actually became proportionally leaner as employee levels continued to rise.) As Jeffrey Trachtenberg stated, reporting on Nugent's management style for Forbes in 1984, "Big corporation management stifles risk-taking at the operational level. Pentair's setup is that of a slim holding company running herd over a pack of operating subsidiaries…. It pushes decision-making out where it belongs, among the operating managers."

FOCUS ON DIVERSIFICATION

The "pack" Trachtenberg referred to was the early fruition of a carefully thought out strategy by Harpole and Nugent to diversify into industrial products manufactured primarily for industrial users. As early as 1978 the two had commenced their search for such businesses to offset the capital-intensive and cyclical paper group, which, led by Niagara, nonetheless represented a fairly consistent source of cash flow. According to Harpole, whose Living the American Dream recounts the corporation's history, he and Nugent "had to be successful on their first venture because the investment community was skeptical of our ability to expand beyond paper." The initial goal was for a company with annual sales of $25 to $100 million, preferably floundering and consequently available at a bargain price. Unfortunately, the realization of the goal was postponed, largely because of a time-consuming battle against a takeover threat by Steak and Ale founder Peter Wray, an attempt that ended only after Pentair agreed to a $4.5 million settlement in early 1981. By the middle of that year Pentair had researched and considered more than 125 manufacturers before deciding in October to acquire Porter-Cable Corporation (the portable power tools division of Rockwell International Corporation) of Jackson, Tennessee, for $16 million. Another debt-laden but revenue-heavy paper mill acquisition in 1983, as well as the 1984 purchase of Rockwell's woodworking machinery division renamed Delta International Machinery Corp., boosted earnings to $21 million on annual sales of $545 million, vaulting the paper-and-tools company into the Fortune 500 rankings. The company had flourished beyond anyone's expectations.

KEY DATES

1966:: Pentair is founded as a partnership, led by Murray Harpole and focused on making hot-air balloons.
1968:: Company shifts focus to paper industry through purchase of Peavey Paper Mills, Inc.
1972:: Niagara of Wisconsin Paper Corporation is acquired.
1981:: Diversification drive begins with acquisition of portable power tool maker Porter-Cable Corporation.
1984:: Woodworking equipment maker Delta International is acquired.
1986:: Pentair purchases McNeil Corporation, maker of lubricating products, automotive service equipment, and water pumps.
1988:: Electrical enclosures maker Federal-Hoffman Corporation is acquired.
1994:: Schroff, maker of electronics enclosures, is acquired.
1995:: Company divests all its paper operations.
1997:: Pentair buys out General Signal Pump Group.
1998:: Company is restructured into three operating groups: Professional Tools and Equipment; Water and Fluid Technologies; and Electrical and Electronic Enclosures.
1999:: Pentair completes two major acquisitions: Essef Corporation and DeVilbiss Air Power Company.
2001:: Lincoln Industrial automated lubrication and Century Manufacturing automotive service equipment businesses are divested.
2003:: Company acquires Everpure, Inc.
2004:: Pentair acquires WICOR Industries for $874.7 million; the Tools Group is sold to Black & Decker Corporation for $775 million.

With Nugent established as CEO and Harpole imparting a legacy stretching well beyond his retirement as chairperson in 1986, Pentair fortified itself for years to come with additional forays into industrial products, beginning with the acquisition of McNeil Corporation and its two major divisions: Lincoln, a St. Louis-based maker of lubricating products and automotive service equipment, and F.E. Myers, an Ohio-based producer of water pumps. Lincoln was eventually split into Lincoln Automotive and Lincoln Industrial. The transaction expanded the industrial group considerably, so that it accounted for 32 percent of sales and 43 percent of operating profits. In 1988 Pentair completed one of its largest purchases, that of Federal-Hoffman Corporation (FC Holdings, Inc.), a Minnesota-based manufacturer of sports ammunition as well as metal and composite electrical enclosures. Divided into Federal Cartridge and Hoffman Engineering, FC Holdings commanded $300 million in annual sales, or nearly 40 percent of Pentair's total sales for the previous year. A decade after its stated objective to strengthen through diversification, the company had reduced its dependency on paper sales to just 30 percent while multiplying its total equity tenfold.

Late in 1985, the company announced an ambitious $400 million joint venture between Pentair and Minnesota Power of Duluth to form Lake Superior Paper Industries (LSPI). The venture was to be the company's first sustained "ground-floor-up" business, with the culmination of years of technical expertise, industry-specific knowledge, and financial clout put to the test. LSPI, the newest and most efficient paper mill in North America, began operations in late 1987 and, by March 1988, was producing supercalendered, publication-grade paper (SCA) for a highly competitive U.S. market. The difficulty of the market and the huge capital outlay worried investors from the start. Nevertheless, "while others either wrung their hands or snickered," wrote Alyssa Lappen for Forbes, "Nugent pressed ahead with a capital investment project that now claims customers ranging from Sears and J.C. Penney to Rolling Stone. Foreign competitors like West Germany's Haindl Papier and Feldmü1hle have been squeezed, while more customers line up for Pentair's paper every day." In its second year of operations, LSPI was operating at 87 percent of its 245,000-ton-per-year capacity and had positioned itself as the domestic leader of SCA. By the end of 1991, production had risen 93 percent and earnings had increased 58 percent over 1990 levels.

EXIT FROM PAPER, ACQUISITION SPREE

In August 1992 Winslow Buxton, former president of Niagara of Wisconsin, succeeded Nugent as CEO; Buxton was then named chairman as well in January 1993. One of his initial goals, inherited from Nugent, was to acquire another manufacturing company with sales from $200 to $500 million while elevating overall corporate sales to $2 billion by 1996. Sales growth in 1990 of only 1 percent and a fractional sales loss in 1991 made such an acquisition a near imperative, given Pentair's history. It would take until January 1994 for Buxton to find a suitable match. That month Pentair acquired Schroff GmbH from Fried. Krupp AG Hoesch-Krupp, the company's first acquisition in almost seven years. Schroff, a maker of electronics enclosures, fit well alongside the Hoffman electrical enclosures unit.

In September 1994 Pentair announced that it was examining the future of its paper businesses. The cyclical nature of the paper industry proved to be a drag on the company's stock. Pentair could no longer afford to ride the ups and downs of a noncore business (only 10 percent of 1994 operating income came from paper), and management decided to jettison all the paper operations. In April 1995 Pentair sold Cross Pointe Paper Corporation to Noranda Forest, Inc., for $203.3 million. Two months later came the sale of Niagara of Wisconsin, the 50 percent interest in LSPI, and a 12 percent stake in Superior Recycled Fiber Industries to Consolidated Papers, Inc. for $115.6 million and the assumption of debt.

Freed to concentrate on its industrial manufacturing units, Pentair went on a targeted spending spree, in the process building upon its already strong businesses. The acquisitions also led to a January 1998 restructuring of Pentair units into three operating groups: Professional Tools and Equipment; Water and Fluid Technologies; and Electrical and Electronic Enclosures. The first of these operating groups developed around Lincoln Automotive, Delta International, and Porter-Cable. In November 1995 Biesemeyer Manufacturing Corporation, maker of precision woodworking accessories, was acquired and became a subsidiary of Delta. In June 1996 Pentair added a German manufacturer of portable power tools, Flex Elektrowerkzeuge GmbH, which became part of Porter-Cable. Pentair acquired another manufacturer of vehicle service equipment, Century Manufacturing Company, in November 1996. Subsequently added to Century were P&F Technologies Ltd., a manufacturer of automotive refrigerant recycling systems, in July 1997; and T-Tech Industries, specializing in automotive transmission fluid exchanger systems, in April 1998.

The Water and Fluid Technologies group developed around Lincoln Industrial and F.E. Myers. Pentair paid $130 million for Fleck Controls, Inc. in October 1995, gaining a leading maker of control valves for water systems. Pentair bought reciprocating pump maker Aplex Industries, Inc., in January 1996 and made it a subsidiary of F.E. Myers. In December of that year, Italian water conditioning control equipment manufacturer SIATA S.p.A. was acquired and became part of Fleck Controls. In August 1997 Pentair spent $200 million to acquire General Signal Pump Group, a maker of fluid handling products and systems. This business was subsequently combined with F.E. Myers to form the Pentair Pump Group. Also, in January 1998 Pentair purchased ORSCO, Inc., producer of precision oil dispensing systems. ORSCO became a wholly owned subsidiary of Lincoln Industrial.

Pentair's Electrical and Electronic Enclosures group centered around Hoffman Enclosures Inc. and Schroff Inc. Growth for this unit mainly came in Europe, where Schroff was the leader in electronic enclosures. Pentair bought Transrack S.A. of France in January 1997 and Walker Dickson Group Limited of Scotland in October 1998. Earlier in 1998 the company had attempted to acquire electronics enclosure maker VERO Group plc of Southampton, England, but was outbid by Applied Power, Inc., of Butler, Wisconsin.

While building up these three core areas, Pentair also made one other significant divestment of a peripheral business, selling Federal Cartridge to Blount International, Inc., for $112 million in October 1997. Looking to increase profitability, Pentair announced in June 1998 that it had launched an effort to cut costs by $60 million over a two-year period by centralizing its purchasing and streamlining some of its administrative functions. A second cost-cutting effort launched in April 1999 involved job cuts totaling 700, a little less than 7 percent of the total workforce, the consolidation of certain operations, and the outsourcing of some manufacturing. This restructuring, for which Pentair incurred a pretax charge of $38 million, aimed to generate $30 million in annual cost savings by 2001.

After the April 1999 purchase of WEB Tool & Manufacturing Inc., a Chicago-based producer of custom electronic enclosures for computer makers, Pentair ended the 1990s with its two largest acquisitions yet. In August 1999 the company purchased Essef Corporation of Chardon, Ohio, for $310 million in cash and the assumption of approximately $120 million in debt. Essef specialized in swimming pool and spa equipment and water pumps, storage tanks, and filtering equipment. Pentair also bolstered its tools segment through the acquisition of DeVilbiss Air Power Company in September 1999 for about $460 million in cash. Based in Jackson, Tennessee, DeVilbiss was a manufacturer of air compressors, pressure washers, and generators. These latest deals pushed Pentair's revenues for 1999 over $2 billion for the first time, to $2.37 billion. In December 1999 Randall Hogan was promoted to president and chief operating officer. Before joining the company in March 1998 as executive vice-president and president of the enclosures group, Hogan had been an executive at two industrial giants, United Technologies Corporation and General Electric Company.

WATER BUSINESS TO THE FORE

The 2000s got off to a rough start for Pentair as part of the 1999 restructuring went horribly wrong. Managers botched a plan to consolidate the operations of Delta and Porter-Cable and build a new distribution center in Jackson, Tennessee, to handle both lines, leading to a spate of problems, including incorrect orders, late shipments, and a huge inventory buildup. Hogan cleaned house, bringing into Jackson an entirely new management team to straighten out the mess. The operational difficulties in the tools group, which led to a $30 million working capital charge, coupled with $24.8 million in pretax restructuring charges, a $24.7 million loss from discontinued operations, and the effects of the general economic downturn that began late in the year, resulted in Pentair's net income for 2000 being cut in half, from $103.3 million to $55.9 million. The discontinued operations were the Lincoln Industrial automated lubrication unit and the Century Manufacturing automotive service equipment business, both of which were divested in 2001.

At the beginning of 2001, Buxton retired from his position as CEO, having shepherded the company through an eight-year period in which revenues grew from $800 million to nearly $3 billion, and earnings quadrupled. Hogan became Pentair's fourth CEO and took over the chairmanship as well in April 2002, again succeeding Buxton. Hogan's first year as CEO was a rough one as the weak economy hit the company's enclosures business particularly hard, prompting a restructuring that reduced the unit's capacity by 20 percent and its headcount by 25 percent. A pretax restructuring charge of $40.1 million and a pretax loss of $36.3 million on the sale of the Lincoln and Century businesses were major factors in a further reduction in profits for 2001 to $32.9 million.

A strong turnaround in 2002, when net income jumped to $129.9 million, signaled the beginning of another acquisitions spree, this one focused on Pentair's operations in the water technologies industry, which company officials viewed as a fast-growing and lucrative opportunity. Three small companies were acquired between September 2002 and February 2003: Plymouth Products, Inc., a maker of water filtration products based in Sheboygan, Wisconsin; Letro Products, Inc., a Redding, California, producer of swimming pool accessories; and a Fort Myers, Florida-based manufacturer of swimming pool heat pumps, HydroTemp Manufacturing Co., Inc. Then in December 2003 Pentair spent $215 million for Northbrook, Illinois-based Everpure, Inc., a provider of water filtration products for the foodservice, vending, residential, recreational vehicle, marine, and aviation markets. By this time, revenues for Pentair's water business had reached $1 billion and nearly equaled that of the tools business.

The year 2004 marked another turning point in Pentair's history. In July the company completed its largest acquisition yet, the purchase of WICOR Industries from Milwaukee-based Wisconsin Energy Corporation for $874.7 million. WICOR, which had annual revenues of $750 million, 24 global locations, and 3,500 employees, manufactured water system, filtration, and pool equipment products under the Sta-Rite, SHURflo, and Hypro brands. To help fund this major acquisition, Pentair elected to divest its Tools Group, which was struggling in the face of fierce competition. The Tools Group was sold to Black & Decker Corporation for $775 million in October 2004.

By 2005 Pentair had created a $2 billion business in the water industry through a dozen acquisitions. The water business accounted for nearly three-quarters of total revenues. Pentair's only other business, its enclosures unit, which was generating more than $800 million in revenues, was far from being neglected despite its much smaller size. In December 2005 Pentair paid APW, Ltd., $140 million for its McLean Thermal Management, Aspen Motion Technologies, and Electronic Solutions businesses. The acquired units specialized in thermal management products for the telecommunications, data communication, medical, and security markets. This broadening of the enclosures unit prompted its adoption of a new name, the Technical Products Group, in early 2006. Going forward, Pentair was likely to continue pursuing both organic and acquisition-based growth and was also seeking to boost its international sales, with Asia and Eastern Europe identified as the best regions for growth. Pentair, which generated less than 20 percent of its sales outside North America in 2005, aimed to boost that percentage to 40 percent by 2009.

Jay P. Pederson

Updated, David E. Salamie

PRINCIPAL SUBSIDIARIES

Aplex Industries, Inc.; Aspen Motion Technologies; Axholme Resources Limited (U.K.); Compool Inc.; Davies Pumps & Co. Limited (New Zealand); Electronic Enclosures, Inc.; EuroPentair GmbH (Germany); Everpure, LLC; Fibredyne, LLC; Fleck Controls, Inc.; Hoffman Enclosures Inc.; Hypro, LLC; McLean Midwest Corporation; National Pool Tile Group, Inc.; Nocchi Pompes Europe S.a.r.l. (France); Onga (NZ) Limited; Onga Pump Shop Pty. Ltd. (Australia); Optima Enclosures Limited (U.K.); Pentair Canada, Inc.; Pentair Electronic Packaging Company; Pentair Enclosures Group, Inc.; Pentair Filtration, Inc.; Pentair France SARL; Pentair Pacific Rim (Water) Limited (Hong Kong); Pentair Pacific Rim, Ltd. (Hong Kong); Pentair Poland; Pentair Pump Group Inc.; Pentair Pumps S.p.A. (Italy); Pentair Qingdao Enclosure Company Ltd. (China); Pentair Taunus Electrometalurgica Ltda (Brazil); Pentair U.K. Ltd.; Pentair UK Group Limited; Pentair Water (Suzhou) Company Ltd. (China); Pentair Water Australia Pty Ltd; Pentair Water Belgium NV; Pentair Water Filtration France SAS; Pentair Water Filtration UK Limited; Pentair Water France SAS; Pentair Water Germany GmbH; Pentair Water Group, Inc.; Pentair Water India Private Limited; Pentair Water Italy S.r.l; Pentair Water New Zealand Limited; Pentair Water Pool and Spa, Inc.; Pentair Water South Africa (Proprietary) Limited; Pentair Water Spain, SL; Pentair Water Taiwan Co., Ltd.; Pentair Water Treatment Company; Pentair Water Treatment India Private Limited; Pentair Water, LLC; Pentair Water-Mexico S. de R.L. de C.V.; Porter-Cable de Mexico S.A. de C.V.; Schroff GmbH (Germany); Schroff Inc.; Seneca Enterprises Co.; SHURflo Limited (U.K.); SHURflo, LLC; Sta-Rite Industries, LLC; Structural Iberica (Spain); Webster Electric Company, LLC; WICOR Canada Company; WICOR Global Corp.; WICOR Industries (Australia) Pty. Ltd.

PRINCIPAL OPERATING UNITS

Water Group; Technical Products Group.

PRINCIPAL COMPETITORS

AstralPool; CUNO Incorporated; Ebara Corporation; EcoWater Systems LLC; Flexcon Industries, Inc.; Flowserve Corporation; Franklin Electric Co., Inc.; GE Water and Process Technologies; The Gorman-Rupp Company; Grundfos A/S; Hayward Industries, Inc.; ITT Industries, Inc.; Jandy Pool Products, Inc.; Pall Corporation; Raypak; Wayne Pumps; Groupe Zodiac; Cooper B-Line, Inc.; Elma Electronic AG; Hammond Manufacturing Company Limited; Knü1rr AG; Rittal GmbH & Co. KG; Saginaw Control & Engineering; Sanmina-SCI Corporation; Hubbell Incorporated; Pfan-nenberg Inc.

Pentair, Inc.

views updated May 29 2018

Pentair, Inc.

Waters Edge Plaza
1500 Country Road B2 West, Suite 400
St. Paul, Minnesota 55113-3105
U.S.A.
(612) 636-7920
Fax: (612) 639-5203
Web site: http://www.pentair.com

Public Company
Incorporated: 1966 as Pentair Industries Incorporated
Employees: 10,433
Sales: $1.84 billion (1997)
Stock Exchanges: New York
Ticker Symbol: PNR
SICs: 3981 Diversified Conglomerate; 3451 Screw Machine Products; 3482 3546 Power Driven Hand Tools; 3553 Woodworking Machinery; 3561 Pumps & Pumping Equipment; 3569 General Industrial Machinery & Equipment, Not Elsewhere Classified; 3644 Noncurrent-Carrying Wiring Devices; 3679 Electronic Components, Not Elsewhere Classified; 3825 Instruments for Measuring & Testing of Electricity & Electrical Signals

Pentair, Inc. is a diversified manufacturer of woodworking equipment, vehicle service equipment, power tools, water pumps and systems, water conditioning control valves, automated lubrication systems and equipment, and electrical and electronic enclosures. Its enviable record of growth (since 1969, return on common equity has averaged nearly 17 percent) is due to its highly distinctive, corporate strategy of buying underper-forming—even foundering—concerns and then implementing capital and management improvements to effect quick turnarounds. In the early years of the company’s history, the plan was adopted for purposes of sheer survival, but as the company prospered despite periods of debt load, it became apparent that regular acquisitions through leveraged financing would be the company’s mainstay. Firmly committed to both shareholders and employees, Pentair has rebuffed three takeover attempts during its history and has pledged to remain independent and devoted to long-term growth. Pentair divides its subsidiaries into three groups: Professional Tools and Equipment; Water and Fluid Technologies, and Electrical and Electronic Enclosures. Autonomously operated, subsidiaries in these groups (which include market leaders Delta International Machinery Corp., Porter-Cable Corporation, Fleck Controls, Hoffman Enclosures Inc., and Schroff) maintain 50 locations in North America, Europe, and Asia.

Balloons, Then Canoes, Then Paper

Pentair was founded in July 1966 in Arden Hills, Minnesota, as a five-person partnership with the purpose of manufacturing high-altitude research balloons. The company founders—three engineers, a foreman, and a salesman—were all former employees of a local branch of Litton Industries. The partners incorporated as Pentair Industries, Inc. in August and completed an initial public offering in January 1967 to sustain their seriously undercapitalized business. Further complicating matters at the time was the lagging market for inflatables. Following the guidance of cofounder and acting manager Murray Harpole, the company decided to purchase a neighboring, virtually bankrupt business for the small sum of $14,500. With some modest engineering applications this new venture, the American Thermo-Vac Company, promised at least one saleable product: vacuum-formed, high-quality canoes. By the fall of that year red-and-white Penta Craft canoes were being successfully manufactured and sold. However, both the canoe and inflatables businesses were fraught with problems; by the end of 1967, the company had few assets, zero profits, and little direction.

A manufacturer of absorbent tissue paper, Peavey was acquired in June and became Pentair’s first wholly owned subsidiary. The deal that Westby and Harpole had arranged was important for two reasons. First was the low cost: $10,000 down, $20,000 due in one year, and an additional five percent of after-tax profits for the first five years. Second, and most importantly, was the paper mill’s potential: annual sales of $4 million even in its current state of disrepair and mismanagement. Of course, with this ostensibly one-of-a-kind deal came a particularly painful and hidden price: Peavey’s $1.5 million in debt. Despite this preventable surprise, a lesson in cautious and thorough research, the acquisition was made profitable within three months due primarily to Harpole’s management and labor-negotiation skills. The purchase also left Pentair free to divest itself of its first two, nonproducing businesses. Now a viable paper company with substantial assets, Pentair began attracting considerable notice from the investment community and, with both a three-year Procter & Gamble contract and a preliminary agreement to acquire a Trinidad paper mill, Pentair closed the year on a high note.

1970s Paper Acquisitions

In 1969, due to Pentair’s new status as an acquisition-oriented, international corporation, company stock soared from $2 per share to $25 and a 3-for-l split was declared. Before the end of the year, however, operations at the Trinidad paper mill were halted due to social and political unrest in that country. The contract with Procter & Gamble to produce absorbent wadding for use in its disposable Pampers fueled the company’s growth for the next few years. Still Harpole and Westby considered Pentair’s position tenuous. Ensuing diversifications into leather goods, meat-rendering, and computer software by and large failed to give the company the stability required for uninterrupted long-term growth. Then came the acquisitions of Niagara of Wisconsin Paper, Miami Paper, and Flambeau Paper Corporations, in 1972, 1974, and 1978, respectively. Initial annual sales for the three totaled some $90 million. Although Pentair had sold Peavey in 1976 due to plant and market limitations, it had now established itself as a major supplier of coated groundwood, book grade, and commercial printing papers, producing some 350,000 tons annually.

Pentair signaled its arrival as a major corporation by declaring its first quarterly cash dividend in 1976. Four years earlier the company had sustained a debt-to-equity ratio of greater than 7-to-l, but by 1979, after paying down debt with paper profits, it had more than reversed these numbers and gained some valuable banking partners in the process.

The 1970s were also notable for several management developments, including the departure of Westby in 1974 and the hiring of D. Eugene Nugent, an ITT executive, as vice-president of operations in 1975. Harpole, singularly aware that tenacious and disciplined management had become the key to Pentair’s success, handpicked Nugent as his likely successor. Both agreed that maintaining a lean corporate staff, which then numbered only ten despite more than 1,000 employees and widespread operations, would be a continuing goal for the company. (Management actually became proportionally leaner as employee levels continued to rise.) As Jeffrey Trachtenberg stated, reporting on Nugent’s management style for Forbes in 1984, “Big corporation management stifles risk-taking at the operational level. Pentair’s setup is that of a slim holding company running herd over a pack of operating subsidiaries.... It pushes decision-making out where it belongs, among the operating managers.”

Diversification Highlighted in the 1980s

The “pack” Trachtenberg referred to was the early fruition of a carefully thought out strategy by Harpole and Nugent to diversify into industrial products manufactured primarily for industrial users. As early as 1978 the two had commenced their search for such businesses to offset the capital-intensive and cyclical paper group, which, led by Niagara, nonetheless represented a fairly consistent source of cash flow. According to Harpole, whose Living the American Dream recounts the corporation’s history, he and Nugent “had to be successful on their first venture because the investment community was skeptical of our ability to expand beyond paper.” The initial goal was for a company with annual sales of $25 to $100 million, preferably floundering and consequently available at a bargain price. Unfortunately, the realization of the goal was postponed, largely due to a time-consuming battle against a takeover threat by Steak and Ale founder Peter Wray, an attempt that ended only after Pentair agreed to a $4.5 million settlement in early 1981. By the middle of that year Pentair had researched and considered more than 125 manufacturers before deciding in October to acquire Porter-Cable Corporation (the portable power tools division of Rockwell International) of Jackson, Tennessee, for $16 million. Another debt-laden but revenue-heavy paper mill acquisition in 1983, as well as the 1984 purchase of Rockwell’s woodworking machinery division renamed Delta International, boosted earnings to $21 million on annual sales of $545 million, vaulting the paper-and-tools company into the Fortune 500 rankings. The company had flourished beyond anyone’s expectations.

Company Perspectives:

Pentair’s willingness to change has been an integral part of its success and ability to build shareholder value. Over the last three years, Pentair has reinvented itself with the goal of being a sharply focused, industrial growth company. This process has led the Company to form three new operating groups—Professional Tools and Equipment; Water and Fluid Technologies; and Electric and Electronic Enclosures—replacing the Specialty Products and General Industrial Equipment groups established in 1991. This reorganization allows Pentair to communicate its financial performance in a way that parallels its operating structure, and it reflects the sharper strategic focus that will guide the Company’s growth and development in the years ahead.

With Nugent established as CEO and Harpole imparting a legacy stretching well beyond his retirement as chairperson in

1986, Pentair fortified itself for years to come with additional forays into industrial products, beginning with the acquisition of McNeil Corporation and its two major divisions: Lincoln, a St. Louis-based maker of lubricating products and automotive service equipment, and F.E. Myers, an Ohio-based producer of water pumps. Lincoln was eventually split into Lincoln Automotive and Lincoln Industrial. The transaction expanded the industrial group considerably, so that it accounted for 32 percent of sales and 43 percent of operating profits. In 1988 Pentair completed one of its largest purchases, that of Federal-Hoffman Corporation (FC Holdings, Inc.), a Minnesota-based manufacturer of sports ammunition as well as metal and composite electrical enclosures. Divided into Federal Cartridge and Hoffman Engineering, FC Holdings commanded $300 million in annual sales, or nearly 40 percent of Pentair’s total sales for the previous year. A decade after its stated objective to strengthen through diversification, the company had reduced its dependency on paper sales to just 30 percent while multiplying its total equity tenfold.

Late in 1985, the company announced an ambitious $400 million joint venture between Pentair and Minnesota Power of Duluth to form Lake Superior Paper Industries (LSPI). The venture was to be the company’s first sustained “ground-floor-up” business, with the culmination of years of technical expertise, industry-specific knowledge, and financial clout put to the test. LSPI, the newest and most efficient paper mill in North America, began start-up operations in late 1987 and, by March 1988, was producing supercalendered, publication-grade paper (SCA) for a highly competitive U.S. market. The difficulty of the market and the huge capital outlay worried investors from the start. Nevertheless, “while others either wrung their hands or snickered,” wrote Alyssa Lappen for Forbes, “Nugent pressed ahead with a capital investment project that now claims customers ranging from Sears and J.C. Penney to Rolling Stone. Foreign competitors like West Germany’s Haindl Papier and Feldmuhle have been squeezed, while more customers line up for Pentair’s paper every day.” In its second year of operations, LSPI was operating at 87 percent of its 245,000-ton-per-year capacity and had positioned itself as the domestic leader of SCA. By the end of 1991, production had risen 93 percent and earnings had increased 58 percent over 1990 levels.

Mid-1990s: Exit from Paper, Several Acquisitions

In August 1992 Winslow Buxton, former president of Niagara of Wisconsin, succeeded Nugent as CEO; Buxton was then named chairman as well in January 1993. One of his initial goals, inherited from Nugent, was to acquire another manufacturing company with sales from $200 to $500 million while elevating overall corporate sales to $2 billion by 1996. Sales growth in 1990 of only one percent and a fractional sales loss in 1991 made such an acquisition a near imperative, given Pentair’s history. But it would take until January 1994 for Buxton to find a suitable match. That month Pentair acquired Schroff GmbH from Fried. Krupp AG Hoesch-Krupp, the company’s first acquisition in almost seven years. Schroff, a maker of electronics enclosures, fit well alongside the Hoffman electrical enclosures unit.

In September 1994 Pentair announced that it was examining the future of its paper businesses. The cyclical nature of the paper industry proved to be a drag on the company’s stock. Pentair could no longer afford to ride the ups and downs of a noncore business (only 10 percent of 1994 operating income came from paper), and management decided to jettison all the paper operations. In April 1995 Pentair sold Cross Pointe Paper Corporation to Noranda Forest, Inc. for $203.3 million. Two months later came the sale of Niagara of Wisconsin, the 50 percent interest in LSPI, and a 12 percent stake in Superior Recycled Fiber Industries to Consolidated Papers, Inc. for $115.6 million and the assumption of debt.

The Water and Fluid Technologies group developed around Lincoln Industrial and F.E. Myers. Pentair paid $130 million for Fleck Controls, Inc. in October 1995, gaining a leading maker of control valves for water systems. Pentair bought reciprocating pump maker Aplex Industries, Inc. in January 1996 and made it a subsidiary of F.E. Myers. In December of that year, Italian water conditioning control equipment manufacturer SIATA S.p.A. was acquired and became part of Fleck Controls. In August 1997 Pentair spent $200 million to acquire General Signal Pump Group, a maker of fluid handling products and systems. This business was subsequently combined with F.E. Myers to form the Pentair Pump Group. Also, in January 1998 Pentair purchased ORSCO, Inc., producer of precision oil dispensing systems. ORSCO became a wholly owned subsidiary of Lincoln Industrial.

Pentair’s Electrical and Electronic Enclosures group centered around Hoffman and Schroff. Growth for this unit mainly came in Europe, where Schroff was the leader in electronic enclosures. Pentair bought Transrack S.A. of France in January 1997 and Walker Dickson Group Limited of Scotland in October 1998. Earlier in 1998 the company had attempted to acquire electronics enclosure maker VERO Group pic of Southampton, England, but was outbid by Applied Power, Inc. of Butler, Wisconsin.

While building up these three core areas, Pentair also made one other significant divestment of a peripheral business, selling Federal Cartridge to Blount International, Inc. for $112 million in October 1997. Looking to increase profitability, Pentair announced in June 1998 that it had launched an effort to cut costs by $60 million over a two-year period. With an increased emphasis on cost control and a disciplined approach to acquisitions that resulted in synergistic growth within core areas, Pentair was well-positioned for increasing growth and profits into the 21st century.

Principal Subsidiaries

Aplex Industries, Inc.; Biesemeyer Manufacturing Corporation; Century Manufacturing Co.; Delta International Machinery Corp.; Fleck Controls, Inc.; Hoffman Enclosures Inc.; HS Systems, Inc.; McNeil Corporation; ORSCO Acquisition Corp.; Pentair Pump Group; Penwald Insurance Company; Porter-Cable Corporation; Schroff Inc.; Telestack Company; Pentair Canada, Inc.; Pentair Halifax, Inc. (Canada); Pentair Nova Scotia Co. (Canada); Lincoln Czech Republic; Fleck Europe, SAS (France); Schroff SAS (France); Transrack S.A. (France); EuroPentair, GmbH (Germany); Flex Elektrowerkzeuge GmbH (Germany); Lincoln GmbH (Germany); Schroff, GmbH (Germany); Pentair Financial Services Ireland; Schroff S.r.L. (Italy); SIATA S.p.A. (Italy); Schroff K.K. (Japan); APNO, S.A. de C.V. (Mexico); Hoffman Engineering, S.A. de C.V. de SrL (Mexico); Hoffman-Schroff PTE Ltd. (Singapore); Pentair Asia, PTE Ltd. (Singapore); Schroff Scandinavia AB (Sweden); Schroff Co. Ltd. (Taiwan); Hoffman Engineering Co Limited (U.K.); Lincoln U.K. Ltd.; Pentair U.K. Ltd.; Schroff U.K. Ltd.; Pentair FSC Corporation (U.S. Virgin Islands).