Emerson Electric Co. (NYSE:EMR) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets
completed the previously announced sale of its network power
systems business for $4 billion in cash, subject to post-closing
adjustments, and retained a subordinated interest in distributions,
contingent upon the equity holders first receiving a threshold
return on their initial investment.
dated as of July 29, 2016 (as amended, the Transaction Agreement)
by and among the Company, Cortes NP JV Holdings, LLC, a Delaware
limited liability company (“Holdings”), Cortes NP Holdings, LLC,
a Delaware limited liability company and wholly owned subsidiary of
Holdings (Parent), Cortes NP Acquisition Corporation, a Delaware
corporation and wholly owned subsidiary of Parent (Buyer) and ASCO
Power GP, LLC, a Delaware limited liability company and wholly
owned subsidiary of Parent (ASCO GP LLC and, together with Parent
and Buyer, the Buyer Parties). Holdings and the Buyer Parties were
formed on behalf of, and are controlled by, affiliates of Platinum
Equity Advisors, LLC.
purport to be complete and is qualified in its entirety by
reference to the full text of such agreement, which is filed as
Exhibit 10.1 hereto. The representations, warranties and covenants
contained in the Transaction Agreement are solely for the benefit
of the parties to the Transaction Agreement. Investors and security
holders are not third-party beneficiaries under the Transaction
Agreement and should not rely on the representations, warranties,
covenants or agreements, or any descriptions thereof as
characterizations of the actual state of facts or condition of any
party to the Transaction Agreement.
that it closed the sale of its network power systems business to
the Buyer Parties. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
September 30, 2016 and related notes thereto are attached as
Exhibit 99.2 and incorporated by reference. The unaudited pro
forma consolidated statements of earnings for the years ended
September 30, 2016, 2015 and 2014 are not included as the results
of the network power systems business were reported as
discontinued operations in the Company’s historical financial
statements in its most recent Annual Report on Form 10-K, filed
with the SEC on November 16, 2016.
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Exhibit No.
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Description
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10.1
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Transaction Agreement dated as of July 29, 2016 among
Emerson Electric Co., Cortes NP Holdings, LLC, Cortes NP Acquisition Corporation, ASCO Power GP, LLC and Cortes NP JV Holdings, LLC, incorporated by reference to Emerson Electric Co. 2016 Form 10-K, File No. 1-278, Exhibit 10(w). |
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99.1
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Emerson Electric Co. Press Release dated December 1, 2016
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99.2
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Unaudited Pro Forma Consolidated Financial Statements
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intended to be furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934
(the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as expressly set forth by specific
reference in such filing.
strictly historical may be “forward-looking” statements, which
involve risks and uncertainties, and Emerson undertakes no
obligation to update any such statements to reflect later
developments. These risks and uncertainties include Emerson’s
ability to successfully complete on the terms and conditions
contemplated, and the financial impact of, its strategic
portfolio repositioning actions, as well as economic and currency
conditions, market demand, pricing, protection of intellectual
property, and competitive and technological factors, among
others, as set forth in Emerson’s most recent Annual Report on
Form 10-K and subsequent reports filed with the SEC.
About Emerson Electric Co. (NYSE:EMR)
Emerson Electric Co. is a diversified global manufacturing company, which provides solutions to customers by bringing technology and engineering together in the industrial, commercial and consumer markets around the world. The Company operates through four segments based on the nature of the products and services rendered: Process Management, Industrial Automation, Climate Technologies and Commercial & Residential Solutions. The Company’s principal production operations are electronics assembly, metal stamping, forming, casting, machining, welding, plating, heat treating, painting and assembly. In addition, the Company uses specialized production operations, including automatic and semiautomatic testing, automated material handling and storage, ferrous and nonferrous machining, and special furnaces for heat treating and foundry applications. The Company provides measurement, control and diagnostic technologies for automated industrial processes. Emerson Electric Co. (NYSE:EMR) Recent Trading Information
Emerson Electric Co. (NYSE:EMR) closed its last trading session up +0.32 at 56.76 with 8,784,880 shares trading hands.
