HUBBELL INCORPORATED (NYSE:HUBB) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
The information set forth in Item 1.01 of this Current Report on Form 8-K pertaining to the New Notes is incorporated into this Item 1.01 by reference.
| Item 1.01. | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement. |
On August3, 2017, a notice of redemption was given to holders of the Company’s 5.95% Senior Notes due 2018 (the “Existing Notes”), issued by the Company under the Base Indenture, as supplemented by the First Supplemental Indenture, dated as of June2, 2008 (the “First Supplemental Indenture,” and the Base Indenture as heretofore supplemented and as supplemented by the First Supplemental Indenture, the “Existing Notes Indenture”), between the Company and the Trustee, which Existing Notes have a stated maturity date of June1, 2018.
As a result, on September2, 2017 (the “Redemption Date”), all of the $300,000,000 outstanding aggregate principal amount of the Existing Notes will be redeemed (the “Redemption”). The redemption price with respect to the Existing Notes will be equal to the greater of: (i) 50% of the principal amount of the Existing Notes; and (ii)the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate (as defined in the Existing Notes Indenture), plus 30 basis points, plus accrued interest thereon to the Redemption Date.
| Item 1.01 | Financial Statements and Exhibits |
(d) Exhibits
|
ExhibitNo. |
Description |
| 4.1 | Indenture, dated as of September15, 1995, between Hubbell Incorporated and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A. (successor as trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, formerly known as Chemical Bank))), as trustee (incorporated by reference to Exhibit 4a to Hubbell Incorporated’s registration statement on Form S-4, filed with the SEC on June18, 2002). |
| 4.2 | Fourth Supplemental Indenture, dated as of August3, 2017, between Hubbell Incorporated and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A. (successor as trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, formerly known as Chemical Bank))), as trustee. |
| 4.3 | Form of 3.150% Senior Notes due 2027 (included in Exhibit 4.2). |
| 5.1 | Opinion of Wachtell, Lipton, Rosen& Katz, dated August3, 2017. |
| 5.2 | Opinion of Shipman& Goodwin LLP, dated August3, 2017. |
| 12.1 | Statement regarding the computation of ratio of earnings to fixed charges. |
| 23.1 | Consent of Wachtell, Lipton, Rosen& Katz, dated August3, 2017 (included in Exhibit 5.1). |
| 23.2 | Consent of Shipman& Goodwin LLP, dated August3, 2017 (included in Exhibit 5.2). |
3
Forward-Looking Statements
This current report on Form 8-K includes “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. These include statements about the Company’s expectations regarding manufacturing efficiency, expected capital resources, expenses, employer contributions, liquidity, financial performance, pension funding and results of operations and are based on our reasonable current expectations. In addition, all statements regarding restructuring plans and expected associated costs and benefits, expected future financial performance, expected outcome of legal proceedings, or improvement in operating results, anticipated changes in tax rates, anticipated market conditions, potential future acquisitions, enhancement of shareholder value, and productivity initiatives are forward-looking. Forward-looking statements may be identified by the use of words, such as “believe”, “expect”, “anticipate”, “intend”, “depend”, “should”, “plan”, “estimated”, “predict”, “could”, “may”, “subject to”, “continues”, “growing”, “prospective”, “forecast”, “projected”, “purport”, “might”, “if”, “contemplate”, “potential”, “pending,” “target”, “goals”, “scheduled”, “will likely be” and similar words and phrases. Discussions of strategies, plans or intentions often contain forward-looking statements. Such forward-looking statements involve numerous assumptions, known and unknown risks, uncertainties and other factors which may cause actual and future performance or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors include: achieving sales levels to fulfill revenue expectations; unexpected costs or charges, certain of which may be outside the control of the Company; restructuring actions; general economic and business conditions; foreign exchange rates; and competition. Important factors, among others, that could cause the Company’s actual results and future actions to differ materially from those described in forward-looking statements are described in the Company’s filings with the SEC, including without limitation the “Business”, “Risk Factors”, and “Quantitative and Qualitative Disclosures about Market Risk” Sections of the Company’s Annual Report on Form 10-K for the year ended December31, 2016 and any subsequently filed Quarterly Report on Form 10-Q.
4
HUBBELL INC ExhibitEX-4.2 2 d433279dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 HUBBELL INCORPORATED,…To view the full exhibit click here
About HUBBELL INCORPORATED (NYSE:HUBB)
Hubbell Incorporated is engaged in the design, manufacture and sale of electrical and electronic products for a range of non-residential and residential construction, industrial and utility applications. The Company operates through two segments: Electrical and Power. The Electrical segment consists of electrical systems products and lighting products. The Power segment consists of operations that design and manufacture various distribution, transmission, substation and telecommunications products used by the electrical utility industry. Its businesses also design and manufacture various high-voltage test and measurement equipment, industrial controls and communication systems used in the non-residential and industrial markets. Its wiring and electrical products include cable reels, wiring devices and accessories, junction boxes, plugs and receptacles, cable glands and fittings, switches and dimmers. It offers a range of light-emitting diode (LED) luminaire products.
