ITT Announces Launch of Underwritten Public Offering of Common Stock
ITT Inc. announced today that it has formally launched an underwritten public offering of 7,000,000 shares of its common stock, each with a par value of $1.00 per share. This offering represents a significant step in the Company’s current strategic growth plan and marks one of its most substantial recent capital-raising initiatives. As part of the offering structure, ITT also expects to grant the underwriters a standard 30-day option to purchase up to an additional 1,050,000 shares. This option, commonly known as the “greenshoe option,” is designed to provide underwriters with flexibility to manage overallotments and stabilize the offering, ensuring orderly market conditions in the period immediately following the sale.
The primary purpose of this capital raise is directly linked to ITT’s previously announced plan to acquire the business of SPX FLOW, Inc.—a transformative acquisition expected to enhance ITT’s scale, portfolio breadth, and competitive positioning in highly engineered industrial technologies. The Company stated that the net proceeds from the public offering of its common stock will be used to fund a portion of the acquisition cost associated with this deal. The SPX FLOW transaction has been positioned as an important milestone for ITT, underscoring the Company’s commitment to strengthening its presence in mission-critical flow control, industrial processing, and engineered components markets globally.
Management noted that, should the acquisition fail to be completed for any reason—including regulatory or closing-condition challenges—the proceeds raised from the public equity issuance would be redirected to support general corporate purposes. Such purposes may include investments in organic growth initiatives, debt reduction, working capital, or future M&A opportunities aligned with ITT’s disciplined capital allocation strategy. While the SPX FLOW acquisition remains the primary focus, this flexible approach ensures that shareholder capital will be deployed productively regardless of the transaction outcome.
To support the offering, ITT has engaged a consortium of globally recognized financial institutions with deep experience in capital markets transactions. Goldman Sachs & Co. LLC and UBS Investment Bank are serving as the lead book-running managers for the transaction. These two firms will take on the central role of coordinating the marketing, pricing, and distribution of the shares to institutional and other qualified investors. Barclays is participating as an additional book-running manager, further strengthening the syndicate with its extensive U.S. equity capital markets capabilities. BTIG has also been engaged to serve as an additional bookrunner, contributing to the broad investor outreach essential for a successful offering.
This offering is being conducted pursuant to ITT’s automatic shelf registration statement on Form S-3ASR, which the Company filed with the U.S. Securities and Exchange Commission (“SEC”) on November 1, 2024. Because it is designated as an automatic shelf registration, the filing became effective immediately upon submission, enabling the Company to quickly access capital markets when opportunities or strategic needs arise. This filing permits ITT to register an unspecified amount of securities for future issuance, creating flexibility for timely offerings such as the one announced today.
In connection with this offering, ITT has prepared a preliminary prospectus supplement as well as an accompanying base prospectus, both of which outline the terms, structure, and intended use of proceeds in greater detail. These documents have been, or will be, filed with the SEC and can be accessed on the SEC’s public website. Once finalized, a final prospectus supplement will also be made available through the SEC, ensuring full transparency and regulatory compliance for all investors participating in the offering.
Interested investors may obtain copies of the preliminary and final prospectus supplements, when available, or the accompanying base prospectus through several channels. Requests can be directed to:
- Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282; telephone 1-866-471-2526; facsimile 212-902-9316; or via email at Prospectus-ny@ny.email.gs.com
- UBS Securities LLC, Attention: Prospectus Department, 11 Madison Avenue, New York, NY 10010; email: ol-prospectus-request@ubs.com
- All documents will also be available on the SEC website.
ITT emphasized that today’s announcement is strictly informational in nature. The Company clarified that the press release does not constitute an offer to sell the securities described, nor does it represent a solicitation of an offer to buy. Furthermore, no sale of shares or other securities will be made in any jurisdiction where such actions would be considered unlawful without proper registration or qualification under applicable securities regulations. This standard disclaimer ensures compliance with securities laws governing public offerings and protects both the issuer and prospective investors.
Strategic Context Behind the Offering
The decision to launch a substantial public equity offering reflects ITT’s broader strategic priorities. The acquisition of SPX FLOW’s business is expected to significantly expand ITT’s position across several key industrial markets. SPX FLOW brings strengths in processing technologies, flow components, and customized solutions used across food and beverage, industrial manufacturing, chemical processing, and energy applications. By integrating these capabilities, ITT aims to broaden its offerings to customers requiring high-efficiency, high-performance flow and motion technologies.
Raising equity to partially fund the acquisition also serves to maintain a balanced capital structure for the Company. By combining equity financing with available liquidity, existing credit facilities, or potential debt issuance, ITT is seeking to ensure financial flexibility post-closing. Equity offerings can help reduce leverage risk, improve credit metrics, and demonstrate fiscal discipline to shareholders and rating agencies.
Additionally, an underwritten offering provides pricing stability and improved execution certainty. The involvement of leading investment banks helps ITT reach a deep and diverse institutional investor base, enhancing liquidity in the Company’s shares and potentially broadening long-term shareholder participation.
With the offering now underway, the next steps will involve pricing the transaction, allocating shares to investors, and ultimately closing the sale. The underwriters’ 30-day option to purchase additional shares ensures flexibility depending on market demand. Successful completion of the acquisition of SPX FLOW’s business will mark a significant evolution in ITT’s portfolio, and the equity raise is a key enabler of this strategic move.
While the timing of the acquisition closing will depend on regulatory reviews, customary closing conditions, and integration planning, ITT has reinforced its commitment to transparency and disciplined execution throughout the process. The Company also reiterated its focus on delivering long-term value to shareholders through thoughtful capital deployment, innovation in engineered solutions, and expanding its global reach in industrial technology markets.
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