ITT Inc. announced that it has officially completed the closing of its previously declared underwritten public offering of common stock, marking a significant financial milestone for the corporation as it advances its broader strategic growth plans. The offering consisted of a total of 8,050,000 shares of ITT’s common stock. This figure includes the full exercise of the underwriters’ option to purchase an additional 1,050,000 shares, reflecting strong market demand and confidence in ITT’s financial outlook. All shares were priced to the public at $167.00 per share, a level that enabled the company to generate substantial capital under favorable market conditions.
After deducting underwriting discounts, commissions, and estimated offering-related expenses payable by the Company, ITT reported net proceeds of approximately $1.31 billion from the transaction. This capital injection forms a central component of a larger strategic initiative currently underway at the company.
Use of Proceeds and Strategic Rationale
According to ITT, the newly raised capital is intended to help fund a portion of its previously announced acquisition of the business of SPX FLOW, Inc. (referred to as the “Acquisition”). This acquisition represents one of ITT’s most significant strategic moves in recent years, designed to strengthen and expand its capabilities in industrial technology and fluid-handling solutions. SPX FLOW has long been recognized for its engineered products designed for critical performance applications, and integrating this business into ITT’s portfolio is expected to create new synergies, expand the company’s global footprint, and accelerate long-term revenue growth.
The Company emphasized that in the event the acquisition of SPX FLOW does not reach completion—whether due to regulatory hurdles, market conditions, or other unforeseen factors—the net proceeds from the offering will instead be directed toward general corporate purposes. These purposes may include debt repayment, further strategic investments, working capital requirements, or other initiatives that align with ITT’s broader mission of sustainable, long-term value creation.
Details of the Underwriting and Bookrunning Syndicate
A high-profile consortium of financial institutions participated in managing the offering. Goldman Sachs & Co. LLC and UBS Investment Bank served as the lead book-running managers, playing primary roles in structuring, marketing, and facilitating the offering. Their involvement is indicative of the transaction’s scale and the confidence major investment banks place in ITT’s business trajectory.
Barclays acted as an additional book-running manager, contributing to distribution efforts and investor engagement. The offering also benefited from a broad syndicate of additional bookrunners, including:
- BTIG
- BofA Securities
- ING
- BNP Paribas
- Wells Fargo Securities
- COMMERZBANK
- IMI – Intesa Sanpaolo
Beyond the primary bookrunners, the offering was further supported by several co-managers, including Baird, D.A. Davidson & Co., KeyBanc Capital Markets, Stifel, and Wolfe | Nomura Alliance. This diverse and robust underwriting group not only broadened investor reach but also underscored the scale of ITT’s capital-raising effort.
Regulatory Filings and Offering Documentation
The offering was conducted pursuant to the Company’s automatic shelf registration statement on Form S-3ASR, which ITT filed with the U.S. Securities and Exchange Commission (SEC) on November 1, 2024. As an automatic shelf registration, it became effective immediately upon filing, enabling ITT to move efficiently through the offering process without additional regulatory delays.
To ensure full compliance and provide transparency for investors, a final prospectus supplement detailing the terms of the offering has been filed with the SEC. Interested parties can access this prospectus directly through the SEC’s public database. In addition to online availability, physical or electronic copies may be requested from the major banks involved in the offering. Requests can be directed to:
- Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526; email: Prospectus-ny@ny.email.gs.com
- UBS Securities LLC, Prospectus Department, 11 Madison Avenue, New York, NY 10010; email: ol-prospectus-request@ubs.com
Copies of both the prospectus supplement and accompanying base prospectus can also be obtained from the SEC’s website.
Compliance and Legal Disclosures
ITT reaffirmed that this press release does not constitute an offer to sell or a solicitation of an offer to buy any securities. Furthermore, no sale of shares will take place in jurisdictions where such an act would violate state or local securities laws without appropriate registration or qualification. This disclaimer reflects standard legal requirements for public offerings and ensures that the announcement remains in full compliance with federal and state regulations.
Broader Business Context and Market Outlook
The completion of the offering arrives at a strategic moment for ITT, a global manufacturer known for delivering highly engineered, customized solutions for industrial, transportation, and energy-related markets. The company has a long history of leveraging acquisitions to strengthen its technical capabilities and expand into new markets. The targeted acquisition of SPX FLOW represents another such transformative opportunity.
The capital raised through this offering signals ITT’s proactive approach to growth and portfolio enhancement. Investors’ willingness to support the offering—evidenced by the full exercise of the underwriters’ option to purchase additional shares—suggests a high degree of market confidence in both ITT’s near-term performance and long-term strategic vision.
Should the SPX FLOW acquisition proceed as anticipated, ITT expects meaningful operational synergies in areas such as process technologies, flow components, and industrial systems. These align directly with ITT’s existing strengths across motion technologies, industrial process equipment, and connectivity solutions. The integration of new assets and capabilities may also open new market opportunities globally, reinforcing ITT’s competitiveness in sectors characterized by high demand for precision engineering and energy-efficient technologies.
With the successful closing of this underwritten public stock offering, ITT has taken a major step toward fortifying its financial position and advancing its strategic initiatives for future growth. Whether the proceeds ultimately support the acquisition of SPX FLOW or bolster broader corporate activities, the capital raised positions ITT to continue delivering innovative solutions and driving value across its global operations.
