On May 22, 2019, Emerson Electric Co. (the Company) completed its previously announced public offering of 500 million aggregate
principal amount of the Companys 0.375% Notes due 2024 (the Notes). The pricing of the Notes was previously announced in a Current Report on Form
8-K
filed on May 17, 2019.
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 for general corporate purposes. The Notes are senior unsecured obligations and rank equally with all of
the Companys 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 are required to be issued in minimum
denominations of 100,000 and integral multiples of 1,000 in excess thereof.
The Notes were issued 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 dated as of May 22, 2019 (the Second Supplemental Indenture and, together with the Original Indenture, the
Indenture) between the Company and the Trustee. Pursuant to an Agency Agreement dated as of May 22, 2019 (the Agency Agreement) relating to the Notes, the Company has appointed 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.
The offering of the Notes was made pursuant to the Registration Statement on Form
S-3
(Registration
No. 333-221668),
the prospectus dated November 20, 2017, and the related prospectus supplement dated May 15, 2019. This Current Report on Form
8-K
adds exhibits
to that Registration Statement.
The above description of the Notes, the Indenture and the Agency Agreement is qualified in its entirety by reference to
the Indenture, the forms of Notes and the Agency Agreement, each of which is incorporated by reference into the Registration Statement. The Original Indenture, the Second Supplemental Indenture, the Agency Agreement and the forms of the Notes are
attached hereto as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, and are incorporated herein by reference.