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

Pentair, Inc.

(Exact name of Registrant as specified in its charter)

Minnesota		41-0907434
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification number)
5500 Wayzata Blvd, Suite 800, Golden Valley, Minnesota		55416
(Address of principal executive offices)		(Zip code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On May 17, 2007, Pentair, Inc. (“Pentair”) entered into a Note Purchase Agreement with various institutional investors (the “Agreement”) for the sale of $300 million aggregate principal amount of its 5.87% Senior Notes, Series D (“Fixed Notes”) and $105 million aggregate principal amount of its Floating Rate Senior Notes, Series E (“Floating Notes” and with the Fixed Notes, the “Notes”). The Fixed Notes are due on May 17, 2017. The Floating Notes are due on May 17, 2012 and bear interest equal to LIBOR plus 0.50%. The Agreement contains customary events of default. In certain cases, if an event of default under the Agreement occurs and is continuing, then the Notes may become immediately due and payable.

Pentair used $250 million of the proceeds from the sale of the Notes to retire the $250 million 364-day Term Loan Agreement that Pentair entered into on April 9, 2007, which Pentair used in part to pay the cash purchase price of its Porous Media acquisition which closed on April 30, 2007. Pentair intends to use the balance of the proceeds from the sale of the Notes for other corporate purposes.

A copy of the form of the Agreement is attached hereto as Exhibit 4.1 and incorporated by reference herein.

ITEM 9.01 Financial Statements and Exhibits

(a)		Financial Statements of Businesses Acquired Not applicable.
(b)		Pro Forma Financial Information Not applicable.
(c)		Shell Company Transactions Not applicable
(d)		Exhibits
		The following exhibits are provided as part of the information filed under Item 2.03 of this Current Report on Form 8-K:

Exhibit		Description
4.1		Form of the Note Purchase Agreement, dated May 17, 2007, by and among Pentair, Inc. and various institutional investors, for the sale of $300 million aggregate principal amount of Pentair’s 5.87% Senior Notes, Series D, due May 17, 2017, and $105 million aggregate principal amount of Pentair’s Floating Rate Senior Notes, Series E, due May 17, 2012.

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, thereunto duly authorized, on May 22, 2007.

		PENTAIR, INC.
		Registrant
		By /s/ John L. Stauch
		John L. Stauch
		Executive Vice President and Chief            Financial Officer
		(Chief Accounting Officer)

PENTAIR, INC.

Exhibit Index to Current Report on Form 8-K
Dated May 17, 2007

Exhibit
Number		Description
4.1		Form of the Note Purchase Agreement, dated May 17, 2007, by and among Pentair, Inc. and various institutional investors, for the sale of $300 million aggregate principal amount of Pentair’s 5.87% Senior Notes, Series D, due May 17, 2017, and $105 million aggregate principal amount of Pentair’s Floating Rate Senior Notes, Series E, due May 17, 2012.