SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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(Exact name of registrant as specified in its charter)
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i Ireland
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i 98-1059235
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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i Eaton House,
i 30 Pembroke Road,
i Dublin 4,
i Ireland
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i D04 Y0C2
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(Address of principal executive offices)
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(Zip Code)
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+ i 353
i 1637 2900
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol
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Name of each exchange on which
registered
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i Ordinary shares ($0.01 par value)
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i ETN
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i New York Stock Exchange
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 2.03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement of a Registrant.
On
August 23, 2022, Eaton Corporation (“
Eaton”),
a subsidiary of Eaton Corporation plc (the “
Company”), closed its sale of 4.150% sustainability-linked senior notes due 2033 (the “
Sustainability-Linked Notes”) and 4.700% senior notes due 2052 (the
“2052 Notes,” and
together with the Sustainability-Linked Notes, the “
Notes”) in the principal amount of $2.0 billion.
The Notes have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement (the “
Shelf Registration Statement”) on Form S-3ASR (No.
333-259545)
previously filed with the U.S. Securities and Exchange Commission. The Notes were sold pursuant to a
prospectus, dated
September 15, 2021 (the “
Base Prospectus”), forming a part of
the Company’s Shelf Registration Statement, and a prospectus supplement dated
August 16, 2022 (the “
Prospectus Supplement”).
The aggregate net proceeds received by Eaton from the sale of the Notes were approximately $1.98 billion, after deducting the
underwriting discount and expenses. Eaton intends to use the net proceeds of this offering for the redemption of Eaton’s outstanding 2.750% senior notes due 2022 and 3.68% senior notes due 2023, and for general corporate purposes.
The Notes were issued pursuant to an
indenture, dated as of
August 23, 2022 (the “
Base Indenture”), among Eaton,
the Company, certain of
the Company’s
subsidiaries (together with
the Company, the “
Guarantors”)
and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “
Trustee”), as supplemented by a first supplemental
indenture with respect to the
Sustainability-Linked Notes (the “
First Supplemental Indenture”) and a second supplemental
indenture with respect to the 2052 Notes (the “
Second Supplemental Indenture” and, together with the Base
Indenture and the First Supplemental
Indenture, the “
Indenture”), all of even date with the Base
Indenture.
Interest on the Sustainability-Linked Notes is payable semi-annually in arrears on each March 15 and September 15, commencing on
March
15, 2023, and interest on the 2052 Notes is payable semi-annually in arrears on each February 23 and August 23, commencing on
February 23, 2023. The Sustainability-Linked Notes will bear interest at 4.150% per annum (the “
Initial Rate of Interest”) and the 2052 Notes will bear interest at 4.700% per year. The Sustainability-Linked Notes will mature on
March 15, 2033 and the 2052 Notes will mature on
August 23, 2052.
From and including
September 15, 2028 (the “
Interest Rate
Step-Up Date”), the interest rate accruing on the Sustainability-Linked Notes will be increased by an additional 25 basis points (0.25%) per annum unless Eaton notifies the Trustee on or before the date that is 15 days prior to the
Interest Rate Step-Up Date that in respect of the year ended
December 31, 2027: (A) the Sustainability Performance Target (as defined in the First Supplemental
Indenture) has been satisfied and (B) Eaton receives a related assurance letter verifying
the amount of its Scope 1 and Scope 2 Emissions as of such date.
Prior to
December 15, 2032, in the case of the Sustainability-Linked Notes, and February 23, 2052, in the case of the 2052 Notes, the
Issuer may redeem the applicable series of Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis (calculated in accordance with the terms of the
Indenture) at the Treasury Rate plus
25 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the series of Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after
December 15, 2032, in the case of the Sustainability-Linked Notes, and February 23, 2052, in the case of the 2052 Notes, the
Issuer may redeem such series of Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of such Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
The Notes are subject to redemption upon at least 10 days but not more than 60 days’ notice to each registered holder of the Notes to be
redeemed, at any time, as a whole or in part, at the election of Eaton, in accordance with the terms of the
Indenture.
The Notes are Eaton’s unsecured and unsubordinated obligations ranking equally with Eaton’s other unsecured and unsubordinated
indebtedness from time to time outstanding. The guarantees of the Notes are unsecured and unsubordinated obligations of the Guarantors. The Notes and the guarantees are Eaton’s and the applicable guarantor’s unsecured and unsubordinated obligations
ranking equally with their other respective unsecured and unsubordinated indebtedness from time to time outstanding.
The foregoing description of the issuance and sale of the Notes and the terms thereof does not purport to be complete and is qualified in
its entirety by reference to the Base
Indenture, the First Supplemental
Indenture and the Second Supplemental
Indenture, attached hereto as Exhibits 4.2 and 4.3, respectively, and
incorporated herein by reference. The forms of Notes and the forms of
guaranty for the Notes, which are included as part of the First Supplemental
Indenture and the Second Supplemental
Indenture, are filed as Exhibit 4.4, and is
incorporated herein by reference.
In the ordinary course of their respective businesses, the underwriters and their affiliates have engaged, and may in the future engage,
in commercial banking, investment banking transactions and/or advisory services with
the Company and its affiliates, for which they have received, and in the future expect to receive, customary compensation. In addition, affiliates of the
underwriters from time to time have acted or in the future may continue to act as lenders to
the Company and its affiliates, for which they have received or expect to receive customary compensation.
Item 8.01 Other Events.
Opinions regarding the legality of the Notes are filed as
Exhibit 5.1, 5.2, 5.3, 5.4 and 5.5 hereto, and are
incorporated by reference
into the Registration Statement, and consents relating to the incorporation of such opinions are
incorporated by reference into the Registration Statement and are filed as Exhibit 23.1, 23.2, 23.3, 23.4 and 23.5 hereto by reference to their inclusion
within Exhibits 5.1, 5.2, 5.3, 5.4 and 5.5.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Description
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4.4
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Form of the Notes, including the Guarantees (included as part of Exhibits 4.2 and 4.3). |
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Opinion of Lizbeth L. Wright, Eaton Corporation’s Counsel and Assistant Secretary, as to the validity of the Notes.
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Opinion of McCann FitzGerald, Irish counsel, as to the validity of the Notes.
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Opinion of De Brauw Blackstone Westbroek N.V., Dutch counsel, as to the validity of the Notes.
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Opinion of White & Case (Luxembourg) S.ŕ r.l., Luxembourg Counsel, as to the validity of the Notes.
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Opinion of White & Case LLP, New York counsel, as to the validity of the Notes.
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Consent of Lizbeth L. Wright (included in Exhibit 5.1). |
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Consent of McCann FitzGerald (included in Exhibit 5.2). |
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Consent of De Brauw Blackstone Westbroek N.V. (included in Exhibit 5.3). |
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Consent of White & Case (Luxembourg) S.ŕ r.l. (included in Exhibit 5.4). |
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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EATON CORPORATION
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By:
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Executive Vice President and Chief Legal Officer
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