8-KMaterial AgreementsFinancial Events

DOVER Corp 8-K Report, Material Agreement (Feb 28, 2011)

Filed February 28, 2011For Securities:DOV

Summary

DOVER Corporation (DOV) filed an 8-K on February 28, 2011, reporting on the issuance of new debt securities. The company issued $450 million in 4.300% notes due 2021 and $350 million in 5.375% notes due 2041, totaling $800 million in aggregate principal amount. These notes were issued under an indenture that was amended by a third supplemental indenture dated February 22, 2011, to create these new series of notes. The issuance was part of a registered public offering underwritten by several major financial institutions. These new debt obligations are classified as senior unsecured debt and rank equally with Dover's other senior unsecured indebtedness. The notes do not have a sinking fund provision and are not convertible or exchangeable. The indenture includes provisions for defeasance and covenant defeasance. The company has the option to redeem the notes under specific conditions, with redemption prices varying based on the timing relative to maturity. Importantly, in the event of a change of control triggering event, Dover is obligated to offer to repurchase the notes at 101% of their principal amount, plus accrued interest.

Key Highlights

  • 1Dover Corporation issued $800 million in new debt: $450 million in 4.300% notes due 2021 and $350 million in 5.375% notes due 2041.
  • 2The debt issuance occurred on February 22, 2011, and was conducted through a registered public offering.
  • 3The new notes are senior unsecured debt obligations, ranking pari passu with other existing senior unsecured indebtedness.
  • 4The notes are redeemable at the company's option, with redemption prices dependent on the timing relative to maturity.
  • 5A change of control triggering event will necessitate an offer to repurchase the notes at 101% of their principal amount plus accrued interest.
  • 6The notes are not convertible or exchangeable and do not have the benefit of a sinking fund.
  • 7The issuance was underwritten by a syndicate of underwriters led by Goldman, Sachs & Co., J.P. Morgan Securities LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

Frequently Asked Questions

This 8-K filing reports on the entry into a material definitive agreement, specifically the creation and issuance of new debt securities by Dover Corporation, totaling $800 million.

Dover issued $450 million in 4.300% notes due March 1, 2021, and $350 million in 5.375% notes due March 1, 2041. These notes are senior unsecured debt, interest is paid semi-annually, and they are redeemable at the company's option under certain conditions.

In the event of a change of control triggering event, Dover is required to offer to repurchase the notes from holders at 101% of the principal amount, plus any accrued interest, to protect bondholders from adverse changes in ownership.

No, the 2021 Notes and 2041 Notes are not convertible or exchangeable into any other securities.