Emerson Electric : Description Current report filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2019 (May 15, 2019)

Emerson Electric Co.

(Exact name of registrant as specified in its charter)

Missouri	1-278	43-0259330
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
	8000 West Florissant Avenue, St. Louis, Missouri 63136
	(Address of principal executive offices and zip code)
	Registrant's telephone number, including area code: [phone]
	Not Applicable
	(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Stock, $0.50 par value per share		EMR		New York Stock Exchange
				Chicago Stock Exchange
1.250% Notes due 2025		EMR 25A		New York Stock Exchange
2.000% Notes due 2029		EMR 29		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On May 15, 2019, Emerson Electric Co. (the "Company") entered into a pricing agreement (the "Pricing Agreement") dated May 15, 2019 (incorporating the Underwriting Agreement Standard Provisions dated May 15, 2019) with BNP Paribas, Citigroup Global Markets Limited, J.P. Morgan Securities plc, Barclays Bank PLC, Deutsche Bank AG, London Branch, HSBC Securities (USA) Inc., Merrill Lynch International and Wells Fargo Securities International Limited (together, the "Underwriters"), for whom BNP Paribas, Citigroup Global Markets Limited and J.P. Morgan Securities plc are acting as representatives, in connection with the public offering of €500 million aggregate principal amount of the Company's 0.375% Notes due 2024 (the "Notes"). The Notes are being sold to the Underwriters at an issue price of 99.631% of the principal amount thereof, and the Underwriters offered the Notes to the public at a price of 99.931% of the principal amount thereof. The closing of the transaction is subject to customary closing conditions and is expected to occur on May 22, 2019.

The Notes are being offered and sold pursuant to the Company's automatic shelf registration statement (the "Registration Statement") on Form S-3 (File No. 333-221668), filed with the Securities and Exchange Commission (the "SEC") on November 20, 2017. The Company has filed with the SEC a prospectus supplement, dated May 15, 2019, together with the accompanying prospectus, dated November 20, 2017, related to the offering and sale of the Notes. This Current Report is not an offer to sell, nor a solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.

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 also for general corporate purposes. The Notes will be senior unsecured obligations and will rank equally with all of the Company's 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 will be issued in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof.

The Notes are expected to be issued on May 22, 2019 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 to be dated as of May 22, 2019 (the "Second Supplemental Indenture" and, together with the Original Indenture, the "Indenture") among the Company and the Trustee.

Pursuant to an Agency Agreement to be dated as of May 22, 2019 (the "Agency Agreement") relating to the Notes, the Company will appoint 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. Some of the Underwriters and their affiliates have engaged in, and may in the future engage in, commercial banking, financial advisory, investment banking, lending and other commercial dealings in the ordinary course of their business with us or our affiliates, including participating as lenders under our backup credit facility.

The above description of the Underwriting Agreement Standard Provisions, the Pricing Agreement and the Notes is qualified in its entirety by reference to the Underwriting Agreement Standard Provisions, the Pricing Agreement, the Indenture and the forms of Notes, each of which is incorporated by reference into the Registration Statement. The Original Indenture was filed with the SEC as Exhibit 4(b) to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1998. The Underwriting Agreement Standard Provisions, the Pricing Agreement, the form of the Second Supplemental Indenture, the form of the Agency Agreement and the form of the Notes are attached to this Current Report on Form 8-K as Exhibit 1.1, Exhibit 1.2, Exhibit 4.1, Exhibit 4.2, and Exhibit 4.3, respectively.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description of Exhibit
1.1	Underwriting Agreement Standard Provisions dated May 15, 2019.
1.2	Pricing Agreement dated May 15, 2019 by and between Emerson Electric Co., BNP Paribas, Citigroup Global Markets Limited, J.P.
	Morgan Securities plc, Barclays Bank PLC, Deutsche Bank AG, London Branch, HSBC Securities (USA) Inc., Merrill Lynch
	International and Wells Fargo Securities International Limited (included in Exhibit 1.1).
4.1	Form of Second Supplemental Indenture, to be dated as of May 22, 2019, by and between the Company and Wells Fargo Bank,
	National Association, as trustee.
4.2	Form of Agency Agreement, to be dated as of May 22, 2019, by and among the Company, as issuer, Elavon Financial Services DAC,
	UK Branch, as paying agent, U.S. Bank National Association, as registrar and transfer agent, and Wells Fargo Bank, National
	Association, as trustee.
4.3	Form of 0.375% Notes due 2024 (included in Exhibit 4.1).
4.4	Agreement of Resignation, Appointment and Acceptance dated as of April 26, 2019 by and among Emerson Electric Co., Wells
	Fargo Bank, National Association, as successor trustee, and The Bank of New York Mellon Trust Company, N.A., as resigning
	trustee.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 17, 2019	EMERSON ELECTRIC CO.
	By: /s/ John A. Sperino
		John A. Sperino
		Vice President and Assistant Secretary

Exhibit 1.1

Execution Version

EMERSON ELECTRIC CO.

Debt Securities

Underwriting Agreement Standard Provisions

May 15, 2019

From time to time Emerson Electric Co. (the " Company ") proposes to enter into one or more Pricing Agreements (each a " Pricing Agreement ") in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement or named in the applicable Pricing Agreement (such firm or firms constituting the " Underwriters " with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the " Securities ") specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the " Designated Securities ").

The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the Indenture (the " Base Indenture "), dated as of December 10, 1998, between the Company and Wells Fargo Bank, National Association (the

"Trustee ") as successor to The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon (formerly known as The Bank of New York), and the supplemental indenture to the Base Indenture (the " Supplemental Indenture ", and together with the Base Indenture, the " Indenture ") to be entered into between the Company and the Trustee, in substantially the form previously provided to the Representatives (as defined below) and to be dated May 22, 2019. The Pricing Agreement, including the provisions incorporated therein by reference, is herein referred to as the " Underwriting Agreement ." Unless otherwise defined herein, terms defined in the Pricing Agreement are used herein as therein defined.

1.Particular sales of Designated Securities may be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives (the " Representatives "). The term "Representatives" also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Underwriting Agreement Standard Provisions shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the Registration Statement and Prospectus referred to below) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic or facsimile communications or other electronic communications satisfactory to the parties which produce a record of communications transmitted. The obligations of the Underwriters under the Underwriting Agreement shall be several and not joint.