8-KMaterial AgreementsRegulation FDExhibits & Filings

Parker-Hannifin Corp 8-K Report, Material Agreement (Jul 29, 2019)

Filed July 29, 2019For Securities:PH

Summary

Parker-Hannifin Corporation (PH) announced on July 29, 2019, that it has entered into a definitive Share Purchase Agreement to acquire EMFCO Holdings Incorporated for $1.725 billion in cash. This strategic acquisition is expected to be financed through new debt, indicating a significant leverage component for the transaction. The deal is subject to customary closing conditions, including antitrust approvals under the Hart-Scott-Rodino Act and other regulatory requirements, as well as the absence of any material adverse effects on the target company. This acquisition represents a major move by Parker-Hannifin to expand its operations, though the specific business of EMFCO Holdings is not detailed in this 8-K filing. Investors should note the significant purchase price and the planned debt financing, which will impact the company's capital structure and leverage ratios. The company has also released supplemental information and an investor presentation to provide further context, with forward-looking statements emphasizing potential risks and uncertainties associated with the transaction's completion and integration.

Key Highlights

  • 1Parker-Hannifin to acquire EMFCO Holdings Incorporated for $1.725 billion in cash.
  • 2The acquisition purchase price is on a cash-free, debt-free basis, subject to customary adjustments.
  • 3Financing for the acquisition is expected to come from new debt.
  • 4The transaction is subject to customary closing conditions, including antitrust approvals (HSR Act).
  • 5The agreement includes representations, warranties, and covenants typical of such transactions.
  • 6Parker-Hannifin has filed an 8-K report detailing the material definitive agreement and released a press announcement and investor presentation.

Frequently Asked Questions

This 8-K filing announces Parker-Hannifin Corporation's entry into a material definitive agreement to acquire EMFCO Holdings Incorporated for $1.725 billion in cash.

The acquisition is expected to be financed with new debt.

Key conditions include the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, receipt of other applicable antitrust approvals, absence of any legal prohibitions, and the absence of a Material Adverse Effect on EMFCO Holdings.

Parker-Hannifin has attached the Share Purchase Agreement (Exhibit 2.1), a press release (Exhibit 99.1), and an investor presentation (Exhibit 99.2) to this 8-K filing for supplemental information.