On September 15, 2017, Eaton Corporation (the
Issuer
), a
subsidiary of Eaton Corporation plc (the
Parent
), issued $700,000,000 aggregate principal amount of 3.103% Senior Notes due 2027 (the
2027 Notes
) and $300,000,000 aggregate principal amount of 3.915% Notes due
2047 (the
2047 Notes
and, together with the 2027 Notes, the
Notes
), in an underwritten offering pursuant to a registration statement on
Form S-3 (the
Registration Statement
)
(File No. 333-202308) filed
with the Securities and Exchange Commission (the
Commission
) on February 26, 2015, and a related
prospectus filed with the Commission. The Notes are fully and unconditionally guaranteed (the
Guarantees
, and together with the Notes, the
Securities
) by the Parent, Cooper
B-Line,
Inc., Cooper Bussman, LLC, Cooper Crouse-Hinds, LLC, Cooper Industries Unlimited Company, Cooper Lighting, LLC, Cooper Offshore Holdings S.à r.l., Cooper Power Systems, LLC, Cooper Wiring
Devices, Inc., Eaton Aeroquip LLC, Eaton Aerospace LLC, Eaton Capital Unlimited Company, Eaton Controls (Luxembourg) S.à r.l., Eaton Electric Holdings LLC, Eaton Hydraulics LLC, Eaton Leasing Corporation, Eaton Technologies (Luxembourg)
S.à r.l., Eaton US Holdings, Inc., Turlock B.V., Wright Line Holding Inc. and Wright Line LLC (collectively, the
Guarantors
). The Securities were sold pursuant to the terms of a terms agreement (the
Terms
Agreement
) dated as of September 6, 2017, among the Issuer, the Guarantors and Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
as representatives of the several Underwriters listed on Schedule A of the Terms Agreement (together, the
Underwriters
). The Terms Agreement was separately filed with the Commission on September 11, 2017, as Exhibit 1.1 to
the Parents Current Report on
Form 8-K.
The Securities were issued under an indenture, dated as of
September 15, 2017 (the
Indenture
), among the Issuer, the Guarantors and The Bank of New York Mellon Trust Company, N.A. (the
Trustee
).
The Notes will bear interest from September 15, 2017 at a rate of 3.103% per annum, in the case of the 2027 Notes, and 3.915% per annum,
in the case of the 2047 Notes. Interest on the Notes will be payable semi-annually in arrears on March 15 and September 15, beginning on March 15, 2018. The 2027 Notes will mature on September 15, 2027 and the 2047 Notes will
mature on September 15, 2047.
Prior to June 15, 2027 in the case of the 2027 Notes and prior to March 15, 2047 in the case of the 2047
Notes, the Notes may be redeemed at any time at the option of the Issuer, in whole or in part, at the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes being redeemed from the date of redemption to the applicable par call date discounted to the redemption date on an annual basis at the Treasury Rate (as defined in the Indenture), plus 15 basis points
in the case of the 2027 Notes and 20 basis points in the case of the 2047 Notes, plus, in each case, accrued and unpaid interest on the Notes being redeemed to, but not including, the redemption date. At any time on or after the applicable
par call date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date. The par
call date for the 2027 Notes is June 15, 2027; the par call date for the 2047 Notes is March 15, 2047.
The Notes will be unsecured obligations
of the Issuer and will rank equally with all of the Issuers other senior unsecured indebtedness from time to time outstanding. The obligations of the Issuer under the Notes will be fully and unconditionally guaranteed by the Gurantors, with
such guarantees ranking equal in right of payment with all other existing and future unsecured and unsubordinated indebtedness of the Guarantors.
If an Event of Default (as defined in the Indenture) has occurred and the Issuer has not cured it, the Trustee or
the holders of 25% in principal amount of the 2027 Notes or 2047 Notes, as applicable, may declare the entire principal amount of all the Notes of such series to be due and immediately payable by notifying the Issuer (or the Trustee, if the holders
give notice) in writing.
The Parent and its affiliates maintain ordinary banking relationships and credit facilities with the Trustee. In addition, the
Trustee is the trustee or fiscal agent for certain of the Parents affiliates other debt securities.
The above descriptions of the Indenture,
the 2027 Notes and 2047 Notes are qualified in their entirety by reference to the Indenture and the Form of Note, copies of which are filed as Exhibits 4.1 and 4.2, respectively, and are incorporated by reference herein and into the Registration
Statement.
In connection with the offering of the Notes, the Parent is filing as Exhibits 5.1, 5.2, 5.3 and 5.4 hereto opinions of counsel addressing the
validity of the Notes and the Guarantees and certain related matters. Such opinions are incorporated by reference into the Registration Statement.
(d) List of Exhibits
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Exhibit Number
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Description
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4.1
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Indenture, dated as of September 15, 2017, among Eaton Corporation, the Guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as Trustee.
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4.2
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Form of Note (included in Exhibit 4.1)
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5.1
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Opinion of Clifford Chance US LLP, United States counsel to Eaton Corporation, Cooper
B-Line,
Inc., Cooper-Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Lighting, LLC,
Cooper Power Systems, LLC, Cooper Wiring Devices, Inc., Eaton Aeroquip LLC, Eaton Aerospace LLC, Eaton Electric Holdings, LLC, Eaton Hydraulics LLC, Eaton Leasing Corporation, Eaton US Holdings, Inc., Wright Line Holding, Inc. and Wright Line LLC.
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5.2
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Opinion of Clifford Chance LLP, special Netherlands counsel for Turlock B.V.
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5.3
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Opinion of Clifford Chance LLP, société en commandite, special Luxembourg counsel for Eaton Controls (Luxembourg S.à r.l., Eaton Technologies (Luxembourg) S.à r.l. and Cooper Offshore
Holdings S.à r.l.
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5.4
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Opinion of McCann Fitzgerald, special Irish counsel for Eaton Corporation plc, Eaton Capital Unlimited Company and Cooper Industries Unlimited Company
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23.1
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Consent of Clifford Chance US LLP (included in Exhibit 5.1)
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23.2
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Consent of Clifford Chance LLP (included in Exhibit 5.2)
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23.3
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Consent of Clifford Chance LLP, société en commandite (included in Exhibit 5.3)
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23.4
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Consent of McCann Fitzgerald (included in Exhibit 5.4)
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