Parker-Hannifin Corporation (NYSE:PH) Files An 8-K Other Events
Item8.01.
| Other Items. |
On February21, 2017, Parker-Hannifin Corporation (Parker or the
Company) priced a private offering of $700.0 million in aggregate
principal amount of senior notes due 2027 (the 2027 Notes),
$600.0 million in aggregate principal amount of senior notes due
2047 (the 2047 Notes) and 700.0million in aggregate principal
amount of senior notes due 2025 (the 2025 Notes and, together
with the 2027 Notes and the 2047 Notes, the Notes). The 2027
Notes, the 2047 Notes and the 2025 Notes will bear interest at a
rate of 3.250%, 4.50% and 1.125%per annum, respectively. Interest
on the 2027 Notes and the 2047 Notes will be paid semi-annually
on March1 and September1 of each year, commencing September1,
2017. Interest will be paid on the 2025 Notes annually on March1
of each year, commencing March1, 2018. The private offering of
the Notes is expected to close on or about February24, 2017,
subject to customary closing conditions.
Parker intends to use the net proceeds from the private offering
of the Notes, together with (i)borrowings under its existing term
loan agreement, (ii)borrowings under its existing revolving
credit facility and/or commercial paper program and (iii)cash on
hand, to finance its proposed acquisition of CLARCOR, Inc.
(CLARCOR), whose shareholders will be asked to approve such
proposed acquisition at a special meeting to be held on
February23, 2017. If Parker does not consummate its proposed
acquisition of CLARCOR on or prior to December1, 2017 or, if
prior to such date, Parker notifies the trustee under the
indenture governing the Notes in writing that the merger
agreement among Parker and CLARCOR is terminated, the Notes will
be subject to a special mandatory redemption at a price equal to
101% of the aggregate principal amount of such Notes, plus
accrued and unpaid interest on the Notes to, but not including,
the special mandatory redemption date.
The Notes have not been registered under the Securities Act or
any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements. The private offering of the Notes
is being made in private transactions in reliance upon exemptions
from the registration requirements of the Securities Act of 1933
(the Securities Act). Within the United States, the Notes will be
offered only to investors who are qualified institutional buyers,
as that term is defined in Rule 144A under the Securities Act.
Outside of the United States, the Notes will be offered only to
investors who are persons other than U.S. persons, as that term
is defined in Rule 902 under the Securities Act, in reliance upon
Regulation S under the Securities Act.
This Current Report on Form 8-K does not constitute an offer to
sell or a solicitation of an offer to buy any securities and will
not constitute an offer, solicitation or sale of any securities
in any jurisdiction in which such offer, solicitation or sale
would be unlawful.
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FORWARD-LOOKING STATEMENTS
Forward-looking statements contained in this and other written
and oral reports are made based on known events and circumstances
at the time of release, and as such, are subject in the future to
unforeseen uncertainties and risks. All statements regarding
future performance, earnings projections, events or developments
are forward-looking statements. It is possible that the future
performance and earnings projections of the Company, including
its individual segments, may differ materially from current
expectations, depending on economic conditions within its mobile,
industrial and aerospace markets, and the Companys ability to
maintain and achieve anticipated benefits associated with
announced realignment activities, strategic initiatives to
improve operating margins, actions taken to combat the effects of
the current economic environment, and growth, innovation and
global diversification initiatives. A change in the economic
conditions in individual markets may have a particularly volatile
effect on segment performance.
Among other factors which may affect future performance are:
|
changes in business relationships with and purchases by or from major customers, suppliers or distributors, including delays or cancellations in shipments; |
|
CLARCORs potential inability to realize anticipated benefits of the strategic supply partnership with General Electric Company; |
|
disputes regarding contract terms or significant changes in financial condition, changes in contract cost and revenue estimates for new development programs, and changes in product mix; |
|
ability to identify acceptable strategic acquisition targets; uncertainties surrounding timing, successful completion or integration of acquisitions and similar transactions; ability to successfully divest businesses planned for divestiture and realize the anticipated benefits of such divestitures; |
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the determination to undertake business realignment activities and the expected costs thereof and, if undertaken, the ability to complete such activities and realize the anticipated cost savings from such activities; |
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ability to implement successfully the capital allocation initiatives, including timing, price and execution of share repurchases; |
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availability, limitations or cost increases of raw material, component products and/or commodities that cannot be recovered in product pricing; |
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ability to manage costs related to insurance and employee retirement and health care benefits; |
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compliance costs associated with environmental laws and regulations; |
| potential labor disruptions; |
|
threats associated with and efforts to combat terrorism and cyber-security risks; |
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uncertainties surrounding the ultimate resolution of outstanding legal proceedings, including the outcome of any appeals; |
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competitive market conditions and resulting effects on sales and pricing; and |
|
global economic factors, including manufacturing activity, air travel trends, currency exchange rates, difficulties entering new markets and general economic conditions such as inflation, deflation, interest rates and credit availability. |
The Company makes these statements as of the date of this
disclosure, and undertakes no obligation to update them unless
otherwise required by law.
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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. Parker-Hannifin Corporation (NYSE:PH) Recent Trading Information
Parker-Hannifin Corporation (NYSE:PH) closed its last trading session up +1.73 at 155.62 with 1,079,012 shares trading hands.
