On October 29, 2019, Parker-Hannifin Corporation (“Parker”) completed its previously announced acquisition of LORD Corporation (“LORD”) to the terms of the Agreement and Plan of Merger, dated April 26, 2019 (the “Merger Agreement”), by and among Parker, Erie Merger Sub, Inc., a wholly-owned subsidiary of Parker, LORD and Shareholder Representative Services LLC, as the shareholders’ representative (the “Acquisition”).

to the Merger Agreement, Parker paid a purchase price of $3.675 billion in cash, on a cash-free, debt-free basis, subject to customary post-closing adjustments.

A copy of the Merger Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Parker with the Securities and Exchange Commission (the “SEC”) on April 29, 2019, and is incorporated herein by reference. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Obligation of a Registrant.

As previously disclosed, on May 22, 2019, Parker entered into a Credit Agreement (the “Credit Agreement”) among Parker, the lenders party thereto and KeyBank National Association, as administrative agent. The Credit Agreement provides for a senior unsecured delayed-draw term loan facility in an aggregate principal amount of $800 million (the “Term Loan Facility”). In connection with the consummation of the Acquisition, on October 29, 2019, Parker borrowed $800 million in the aggregate under the Term Loan Facility to pay a portion of the purchase price and other fees and expenses related thereto.

Item 7.01. Regulation FD Disclosure.

On October 29, 2019, Parker issued a press release announcing the completion of the Acquisition. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

This information shall not be deemed to be “filed” for the 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 incorporated by reference into a filing under the Securities Act of 1933 or the Exchange Act, except as shall be set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of business acquired.

Parker will provide the financial statements required to be filed by Item 9.01(a) of Form 8-K by amendment to this Current Report on Form 8-K no later than the 71st day after the required filing date for this Current Report on Form 8-K.

(b) Pro forma financial information.

Parker will provide the pro forma financial statements required to be filed by Item 9.01(b) of Form 8-K by amendment to this Current Report on Form 8-K no later than the 71st day after the required filing date for this Current Report on Form 8-K.

(d) Exhibits.

PARKER HANNIFIN CORP Exhibit
EX-99.1 2 ex99-1.htm PRESS RELEASE Exhibit 99.1 For Release: Immediately         Contact: Media –     Aidan Gormley,…
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About PARKER-HANNIFIN CORPORATION (NYSE:PH)

Parker-Hannifin Corporation is a manufacturer of motion and control technologies and systems, providing precision engineered solutions for a range of mobile, industrial and aerospace markets. The Company operates through segments: Diversified Industrial and Aerospace Systems. The Diversified Industrial Segment is an aggregation of several business units, which manufacture motion-control and fluid power system components for builders and users of various types of manufacturing, packaging, processing, transportation, agricultural, construction, and military vehicles and equipment. The Diversified Industrial Segment consists of Automation Group, Engineered Materials Group, Filtration Group, Fluid Connectors Group, Hydraulics Group and Instrumentation Group. The Aerospace Systems Segment produces hydraulic, fuel, pneumatic and electro-mechanical systems and components, which are utilized on domestic commercial, military and general aviation aircrafts.