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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/02/23 Emerson Electric Co. 8-K:2,9 5/31/23 12:376K Davis Polk & … LLP 01/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 36K 2: EX-99.1 Miscellaneous Exhibit HTML 107K 7: R1 Cover HTML 58K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- dp194557_8k_htm XML 27K 9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.DEF XBRL Definitions -- emr-20230531_def XML 80K 5: EX-101.LAB XBRL Labels -- emr-20230531_lab XML 109K 6: EX-101.PRE XBRL Presentations -- emr-20230531_pre XML 76K 3: EX-101.SCH XBRL Schema -- emr-20230531 XSD 15K 11: JSON XBRL Instance as JSON Data -- MetaLinks 29± 37K 12: ZIP XBRL Zipped Folder -- 0000950103-23-008357-xbrl Zip 33K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): i May 31, 2023
_______________________
(Exact Name of Registrant as Specified in Charter)
| i Missouri | i 1-278 | i 43-0259330 |
| (State or Other Jurisdiction of Incorporation) | (Commission | (I.R.S. Employer Identification Number) |
| File Number) |
| i 8000 West Florissant Avenue | |||
| i St. Louis, | i Missouri | i 63136 | |
| (Address of Principal Executive Offices) | (Zip Code) | ||
Registrant’s telephone number, including area 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:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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).
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. ☐
Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed in the Current Report on Form 8-K filed by Emerson with the Securities and Exchange Commission on October 31, 2022 (the “Initial Form 8-K”), on May 31, 2023, Emerson Electric Co. (“Emerson”) completed the transactions (the “Transactions”) contemplated by the Transaction Agreement (the “Transaction Agreement”), dated as of October 30, 2022, as amended by Amendment No. 1 to the Transaction Agreement, dated as of May 30, 2023, by and among Emerson, BCP Emerald Aggregator L.P. (“BCP Emerald”), a Delaware limited partnership formed by investment funds managed by affiliates of Blackstone Inc. (“Blackstone”), Emerald Debt Merger Sub L.L.C., a Delaware limited liability company and wholly owned subsidiary of BCP Emerald and Emerald JV Holdings L.P., a Delaware limited partnership (“JV NewCo”).
Pursuant to the Transaction Agreement, the Climate Technologies business of Emerson (the “Climate Technologies Business”) was transferred to JV Newco. At the completion of the Transactions, (i) JV NewCo holds the Climate Technologies Business previously held by Emerson, (ii) Emerson received cash proceeds of approximately $9.7 billion and senior unsecured notes issued by a direct wholly owned subsidiary of JV NewCo in an aggregate principal amount of $2.25 billion, (iii) Emerson holds a 40% common equity interest in JV NewCo and (iv) BCP Emerald holds a 60% common equity interest in JV NewCo and holds convertible preferred equity of JV NewCo with an initial liquidation preference of $2 billion.
The foregoing description of the Transaction Agreement does not purport to be complete and is qualified in its entirety to the full text of the Transaction Agreement, a copy of which was attached as Exhibit 2.1 to the Initial Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma consolidated statements of earnings for the six months ended March 31, 2023 and for the years ended September 30, 2022, September 30, 2021 and September 30, 2020, and the unaudited pro forma consolidated balance sheet as of March 31, 2023, and related notes thereto, are attached as Exhibit 99.1 and incorporated by reference into this Item 9.01.
(d) Exhibits.
| Exhibit Number | Description of Exhibits | |
| 99.1 | Unaudited Pro Forma Consolidated Financial Statements | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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 hereunto duly authorized.
|
EMERSON ELECTRIC CO. (Registrant) | |||
| Date: | June 2, 2023 | By: | /s/ John A. Sperino |
|
John A. Sperino Vice President and Assistant Secretary | |||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/2/23 | |||
| For Period end: | 5/31/23 | SD | ||
| 5/30/23 | ||||
| 3/31/23 | 10-Q | |||
| 10/31/22 | 4, 8-K | |||
| 10/30/22 | 8-K | |||
| 9/30/22 | 10-K, 11-K | |||
| 9/30/21 | 10-K, 11-K | |||
| 9/30/20 | 10-K, 11-K, 4 | |||
| List all Filings | ||||