8-KOther EventsExhibits & Filings

Parker-Hannifin Corp 8-K Report, Corporate Update (Jun 15, 2022)

Filed June 15, 2022For Securities:PH

Summary

Parker-Hannifin Corporation (PH) filed an 8-K on June 15, 2022, to announce the completion of a significant debt offering. The company successfully issued $1.4 billion in 3.650% Senior Notes due 2024, $1.2 billion in 4.250% Senior Notes due 2027, and $1.0 billion in 4.500% Senior Notes due 2029, totaling $3.6 billion in aggregate principal amount. This debt offering was registered under the Securities Act of 1933 and was undertaken to finance the company's proposed acquisition of Meggitt plc. The proceeds from these notes, combined with other financing sources, are earmarked for the Meggitt acquisition. Notably, the filing outlines a special mandatory redemption provision: if the Meggitt acquisition is not completed by April 3, 2023, or if the cooperation agreement with Meggitt is terminated earlier, the notes will be subject to redemption at 101% of their principal amount. This indicates a strong strategic focus on completing the acquisition as a key driver for the debt issuance.

Key Highlights

  • 1Completion of a $3.6 billion aggregate principal amount senior notes offering across three tranches (2024, 2027, 2029).
  • 2Interest rates for the notes are 3.650% (2024), 4.250% (2027), and 4.500% (2029).
  • 3The primary purpose of the debt issuance is to finance the proposed acquisition of Meggitt plc.
  • 4The notes are senior unsecured obligations, ranking equally with other senior unsecured debt.
  • 5A special mandatory redemption clause is in effect: if the Meggitt acquisition doesn't close by April 3, 2023, the notes will be redeemed at 101% of principal plus accrued interest.
  • 6The filing includes details on interest payment dates, redemption options, and customary events of default.
  • 7Several underwriters and their affiliates are involved in both the debt offering and providing committed financing for the Meggitt acquisition.

Frequently Asked Questions

Parker-Hannifin issued a total of $3.6 billion in aggregate principal amount of senior notes, comprising $1.4 billion of 3.650% Senior Notes due 2024, $1.2 billion of 4.250% Senior Notes due 2027, and $1.0 billion of 4.500% Senior Notes due 2029.

The primary purpose of this debt issuance is to finance the proposed acquisition of Meggitt plc. The net proceeds will be used in conjunction with other financing sources for this acquisition.

If the acquisition of Meggitt plc is not consummated by April 3, 2023, or if the cooperation agreement with Meggitt is terminated prior to that date, the notes will be subject to a special mandatory redemption at a price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest.

The Notes are senior unsecured obligations of Parker-Hannifin. They rank equally in right of payment with all other senior unsecured debt of the company and senior to any subordinated debt. However, they are effectively subordinated to any secured debt of the company to the extent of the collateral securing such debt.