On January 15, 2019, Emerson Electric Co. (the Company) completed its previously announced public offering of 500 million aggregate
principal amount of the Companys 1.250% Notes due 2025 (the 2025 Notes) and 500 million aggregate principal amount of the Companys 2.000% Notes due 2029 (the 2029 Notes and, together with the 2025
Notes, the Notes). The pricing of the Notes was previously announced in a Current Report on Form
8-K
filed on January 10, 2019.
The Company expects the net proceeds from the sale of the Notes to be approximately 988.4 million (or approximately $1.127 billion) before
deducting estimated expenses of the offering. The Company expects to use the net proceeds primarily to repay its commercial paper borrowings and for general corporate purposes. The Notes are senior unsecured obligations and rank equally with all of
the Companys existing and future unsecured and unsubordinated debt. Prior to maturity, the Company may redeem any or all of the Notes at any time at the redemption prices described in the Notes. The Notes are required to be issued in minimum
denominations of 100,000 and integral multiples of 1,000 in excess thereof.
The Notes were issued pursuant to an indenture dated as of
December 10, 1998 (the Original Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon (formerly known as The Bank of New York)), as trustee (the Original
Trustee), as supplemented by a First Supplemental Indenture dated as of January 15, 2019 (the First Supplemental Indenture and, together with the Original Indenture, the Indenture) among the Company, the Original
Trustee and Wells Fargo Bank, National Association, as series trustee with respect to the Notes. Pursuant to an Agency Agreement dated as of January 15, 2019 (the Agency Agreement) relating to the Notes, the Company has appointed
Elavon Financial Services DAC, UK Branch to act as paying agent for the Notes and U.S. Bank National Association to act as registrar and transfer agent for the Notes. Wells Fargo Securities International Limited is an underwriter in the offering and
is an affiliate of the series trustee.
The offering of the Notes was made pursuant to the Registration Statement on Form
S-3
(Registration
No. 333-221668),
the prospectus dated November 20, 2017, and the related prospectus supplement dated January 8, 2019. This Current
Report on Form
8-K
adds exhibits to that Registration Statement.
The above description of the Notes, the
Indenture and the Agency Agreement is qualified in its entirety by reference to the Indenture, the forms of Notes and the Agency Agreement, each of which is incorporated by reference into the Registration Statement. The Original Indenture, the First
Supplemental Indenture, the Agency Agreement and the 2025 Notes and 2029 Notes are attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, and are incorporated herein by reference.