8-KMaterial AgreementsFinancial EventsOther Events+1

ROCKWELL AUTOMATION, INC 8-K Report, Material Agreement (Feb 17, 2015)

Filed February 17, 2015For Securities:ROK

Summary

Rockwell Automation, Inc. (ROK) filed an 8-K on February 17, 2015, to report the completion of a significant debt financing. The company successfully issued and sold $600 million in aggregate principal amount of notes, comprised of $300 million of 2.050% Notes due March 1, 2020, and $300 million of 2.875% Notes due March 1, 2025. The net proceeds from this offering amounted to approximately $594.2 million after deducting underwriter discounts and expenses. This debt issuance was conducted through an underwritten public offering under the company's effective Form S-3 shelf registration statement. The proceeds are expected to be used for general corporate purposes, although specific use is not detailed in this filing. The company has also outlined terms related to potential redemption of these notes, including optional redemption at specified prices and rates, as well as a provision for noteholders to require repurchase in the event of a Change of Control Repurchase Event.

Key Highlights

  • 1Rockwell Automation completed a $600 million debt offering consisting of two tranches: $300 million in 2.050% Notes due 2020 and $300 million in 2.875% Notes due 2025.
  • 2The net proceeds from the offering were approximately $594.2 million.
  • 3The offering was conducted under an automatic shelf registration statement filed on Form S-3.
  • 4The notes are unsecured and rank equally with existing and future unsecured indebtedness of the company.
  • 5The company has the option to redeem the notes at various points before maturity under specific conditions and redemption prices.
  • 6Noteholders have the right to require repurchase at 101% of principal plus accrued interest in the event of a Change of Control Repurchase Event.

Frequently Asked Questions

The primary purpose of this Form 8-K filing was to report Rockwell Automation's entry into a material definitive agreement related to the issuance and sale of $600 million in aggregate principal amount of notes and the closing of this offering.

Rockwell Automation issued $300 million of 2.050% Notes due March 1, 2020, and $300 million of 2.875% Notes due March 1, 2025. Interest is payable semi-annually, and the notes are unsecured. They can be redeemed by the company under specific conditions and include a change of control repurchase provision.

The company raised a total of $600 million in aggregate principal amount from the sale of the notes. After deducting underwriter discounts and expenses, the net proceeds were approximately $594.2 million.

The indenture governing the notes contains covenants that require Rockwell Automation to satisfy certain conditions if it intends to incur debt secured by liens, engage in sale/leaseback transactions, or merge or consolidate with another entity. It also provides for customary events of default.