On May 15, 2019, Emerson Electric Co. (the “Company”) entered into a pricing agreement (the “Pricing Agreement”) dated
May 15, 2019 (incorporating the Underwriting Agreement Standard Provisions dated May 15, 2019) with BNP Paribas, Citigroup Global Markets Limited, J.P. Morgan Securities plc, Barclays Bank PLC, Deutsche Bank AG, London Branch, HSBC
Securities (USA) Inc., Merrill Lynch International and Wells Fargo Securities International Limited (together, the “Underwriters”), for whom BNP Paribas, Citigroup Global Markets Limited and J.P. Morgan Securities plc are acting as
representatives, in connection with the public offering of €500 million aggregate principal amount of the Company’s 0.375% Notes due 2024 (the “Notes”). The Notes are being sold to the Underwriters at an issue price of
99.631% of the principal amount thereof, and the Underwriters offered the Notes to the public at a price of 99.931% of the principal amount thereof. The closing of the transaction is subject to customary closing conditions and is expected to occur
on May 22, 2019.
The Notes are being offered and sold pursuant to the Company’s automatic shelf registration statement (the
“Registration Statement”) on Form
S-3
(File
No. 333-221668),
filed with the Securities and Exchange Commission (the “SEC”) on November 20,
2017. The Company has filed with the SEC a prospectus supplement, dated May 15, 2019, together with the accompanying prospectus, dated November 20, 2017, related to the offering and sale of the Notes. This Current Report is not an offer to
sell, nor a solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of such state or jurisdiction.
The Company expects the net proceeds from the sale of the Notes to be approximately
€498.2 million (or approximately $560.0 million) before deducting estimated expenses of the offering. The Company expects to use the net proceeds primarily to repay its commercial paper borrowings, and also for general corporate
purposes. The Notes will be senior unsecured obligations and will rank equally with all of the Company’s existing and future unsecured and unsubordinated debt. Prior to maturity, the Company may redeem any or all of the Notes at any time at the
redemption prices described in the Notes. The Notes will be issued in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof.
The Notes are expected to be issued on May 22, 2019 pursuant to an indenture dated as of December 10, 1998 (the “Original
Indenture”), between the Company and Wells Fargo Bank, National Association (successor to The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon (formerly known as The Bank of New York))), as trustee (the
“Trustee”), as supplemented by a Second Supplemental Indenture to be dated as of May 22, 2019 (the “Second Supplemental Indenture” and, together with the Original Indenture, the “Indenture”) among the Company and
the Trustee. Pursuant to an Agency Agreement to be dated as of May 22, 2019 (the “Agency Agreement”) relating to the Notes, the Company will appoint Elavon Financial Services DAC, UK Branch to act as paying agent for the Notes and
U.S. Bank National Association to act as registrar and transfer agent for the Notes.
Wells Fargo Securities International Limited is an
Underwriter in the offering and is an affiliate of the Trustee. Some of the Underwriters and their affiliates have engaged in, and may in the future engage in, commercial banking, financial advisory, investment banking, lending and other commercial
dealings in the ordinary course of their business with us or our affiliates, including participating as lenders under our backup credit facility.
The above description of the Underwriting Agreement Standard Provisions, the Pricing Agreement and the Notes is qualified in its entirety by
reference to the Underwriting Agreement Standard Provisions, the Pricing Agreement, the Indenture and the forms of Notes, each of which is incorporated by reference into the Registration Statement. The Original Indenture was filed with the SEC as
Exhibit 4(b) to the Company’s Annual Report on Form
10-K
for the fiscal year ended September 30, 1998. The Underwriting Agreement Standard Provisions, the Pricing Agreement, the form of the Second
Supplemental Indenture, the form of the Agency Agreement and the form of the Notes are attached to this Current Report on Form
8-K
as Exhibit 1.1, Exhibit 1.2, Exhibit 4.1, Exhibit 4.2, and Exhibit
4.3, respectively.