EATON CORPORATION PLC Item 2.03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement of a Registrant.
On
The Notes have been registered under the Securities Act of 1933, as amended,
pursuant to a registration statement (the "Shelf Registration Statement") on
Form S-3ASR (No. 333-259545) previously filed with the
The aggregate net proceeds received by Eaton from the sale of the Notes were
approximately
The Notes were issued pursuant to an indenture, dated as of
Interest on the Sustainability-Linked Notes is payable semi-annually in arrears
on each
From and including
Prior to
On or after
The Notes are subject to redemption upon at least 10 days but not more than 60 days' notice to each registered holder of the Notes to be redeemed, at any time, as a whole or in part, at the election of Eaton, in accordance with the terms of the Indenture.
The Notes are Eaton's unsecured and unsubordinated obligations ranking equally with Eaton's other unsecured and unsubordinated indebtedness from time to time outstanding. The guarantees of the Notes are unsecured and unsubordinated obligations of the Guarantors. The Notes and the guarantees are Eaton's and the applicable guarantor's unsecured and unsubordinated obligations ranking equally with their other respective unsecured and unsubordinated indebtedness from time to time outstanding.
The foregoing description of the issuance and sale of the Notes and the terms thereof does not purport to be complete and is qualified in its entirety by reference to the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, attached hereto as Exhibits 4.2 and 4.3, respectively, and incorporated herein by reference. The forms of Notes and the forms of guaranty for the Notes, which are included as part of the First Supplemental Indenture and the Second Supplemental Indenture, are filed as Exhibit 4.4, and is incorporated herein by reference.
In the ordinary course of their respective businesses, the underwriters and their affiliates have engaged, and may in the future engage, in commercial banking, investment banking transactions and/or advisory services with the Company and its affiliates, for which they have received, and in the future expect to receive, customary compensation. In addition, affiliates of the underwriters from time to time have acted or in the future may continue to act as lenders to the Company and its affiliates, for which they have received or expect to receive customary compensation.
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Item 8.01 Other Events.
Opinions regarding the legality of the Notes are filed as Exhibit 5.1, 5.2, 5.3, 5.4 and 5.5 hereto, and are incorporated by reference into the Registration Statement, and consents relating to the incorporation of such opinions are incorporated by reference into the Registration Statement and are filed as Exhibit 23.1, 23.2, 23.3, 23.4 and 23.5 hereto by reference to their inclusion within Exhibits 5.1, 5.2, 5.3, 5.4 and 5.5.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
4.1 Indenture, dated as of August 23, 2022, among the Eaton, the Guarantors
and the Trustee.
4.2 First Supplemental Indenture, dated as of August 23, 2022, among Eaton,
the Guarantors and the Trustee.
4.3 Second Supplemental Indenture, dated as of August 23, 2022, among Eaton,
the Guarantors and the Trustee.
4.4 Form of the Notes, including the Guarantees (included as part of
Exhibits 4.2 and 4.3 ).
5.1 Opinion of Lizbeth L. Wright, Eaton Corporation's Counsel and Assistant
Secretary, as to the validity of the Notes.
5.2 Opinion of McCann FitzGerald, Irish counsel, as to the validity of the
Notes.
5.3 Opinion of De Brauw Blackstone Westbroek N.V., Dutch counsel, as to the
validity of the Notes.
5.4 Opinion of White & Case (Luxembourg) S.à r.l., Luxembourg Counsel, as to
the validity of the Notes.
5.5 Opinion of White & Case LLP, New York counsel, as to the validity of the
Notes.
23.1 Consent of Lizbeth L. Wright (included in Exhibit 5.1).
23.2 Consent of McCann FitzGerald (included in Exhibit 5.2).
23.3 Consent of De Brauw Blackstone Westbroek N.V. (included in Exhibit 5.3).
23.4 Consent of White & Case (Luxembourg) S.à r.l. (included in Exhibit 5.4).
23.5 Consent of White & Case LLP (included in Exhibit 5.5).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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