Summary
Rockwell Automation, Inc. (ROK) filed an 8-K on March 1, 2019, detailing a significant financing transaction. The company successfully closed an underwritten public offering of $1 billion in aggregate principal amount of unsecured senior notes, split into two series: $425 million of 3.500% Notes due March 1, 2029, and $575 million of 4.200% Notes due March 1, 2049. The net proceeds from this offering, after deducting underwriter discounts and expenses, amounted to approximately $987.8 million. This debt issuance was conducted under Rockwell Automation's existing shelf registration statement and was facilitated by an underwriting agreement with major financial institutions. The proceeds are expected to bolster the company's liquidity and support its ongoing strategic and operational initiatives. The filing also provides details on the indenture governing these notes, including covenants, events of default, redemption provisions, and repurchase rights in case of a change of control, offering transparency into the terms of the new debt.
Key Highlights
- 1Completed a $1 billion public offering of senior unsecured notes across two tranches: $425 million of 3.500% Notes due 2029 and $575 million of 4.200% Notes due 2049.
- 2Net proceeds from the offering were approximately $987.8 million, after accounting for underwriter discounts and expenses.
- 3The offering was conducted under the company's automatic shelf Registration Statement on Form S-3.
- 4The new notes are governed by an Indenture with The Bank of New York Mellon Trust Company, N.A.
- 5Notes bear fixed interest rates and will pay interest semi-annually starting September 1, 2019.
- 6The indenture includes covenants related to incurring secured debt, sale/leaseback transactions, and mergers/consolidations.
- 7The company has options to redeem the notes under specific conditions, and holders have repurchase rights in the event of a Change of Control Repurchase Event.