8-KMaterial AgreementsFinancial EventsOther Events+1

ROCKWELL AUTOMATION, INC 8-K Report, Material Agreement (Dec 3, 2007)

Filed December 3, 2007For Securities:ROK

Summary

Rockwell Automation, Inc. (ROK) filed an 8-K on December 3, 2007, to report on a significant debt offering. The company successfully issued $250 million in aggregate principal amount of 5.65% Notes due December 1, 2017, and $250 million in aggregate principal amount of 6.25% Debentures due December 1, 2037. This combined $500 million offering aims to bolster the company's capital structure and provide financial flexibility. The net proceeds from this offering, after accounting for underwriter discounts and expenses, amounted to approximately $493.3 million. These funds will be used by the company for general corporate purposes. The issuance was conducted under an automatic shelf registration statement and closed on December 3, 2007. Investors should note that these new debt securities are unsecured and rank equally with other existing and future unsecured indebtedness of Rockwell Automation.

Key Highlights

  • 1Rockwell Automation successfully issued $500 million in aggregate principal amount of new debt securities.
  • 2The offering consisted of $250 million of 5.65% Notes due December 1, 2017, and $250 million of 6.25% Debentures due December 1, 2037.
  • 3Net proceeds from the offering totaled approximately $493.3 million after underwriter discounts and expenses.
  • 4The debt was issued under an automatic shelf registration statement filed on November 28, 2007.
  • 5The securities are unsecured and rank pari passu with existing and future unsecured debt.
  • 6The company has the option to redeem the securities under specific conditions, including a premium for early redemption.
  • 7Holders of the securities have a put option at 101% of principal plus accrued interest in the event of a Change of Control Repurchase Event.

Frequently Asked Questions

This 8-K filing was made to report on Rockwell Automation's entry into a material definitive agreement for the issuance and sale of $500 million in aggregate principal amount of its 5.65% Notes due 2017 and 6.25% Debentures due 2037.

Rockwell Automation raised approximately $493.3 million in net proceeds from the sale of the Notes and Debentures after deducting underwriter discounts and expenses.

The 5.65% Notes mature on December 1, 2017, and the 6.25% Debentures mature on December 1, 2037. Interest is paid semi-annually. Both are unsecured and rank equally with other unsecured debt. The company can redeem them, and holders can require repurchase in case of a change of control.

As unsecured debt, these securities rank on par with all other existing and future unsecured debt of Rockwell Automation. In the event of bankruptcy or liquidation, holders of unsecured debt would have a claim on the company's assets after secured creditors are paid.