Item 1.01 Entry into a Material Definitive Agreement.

On December 21, 2021, Emerson Electric Co. (the "Company") completed its previously announced public offering of $1 billion aggregate principal amount of the Company's 2.000% Notes due 2028 (the "2028 Notes"), $1 billion aggregate principal amount of the Company's 2.200% Notes due 2031 (the "2031 Notes" ) and $1 billion aggregate principal amount of the Company's 2.800% Notes due 2051 (the "2051 Notes" and, together with the 2028 Notes and the 2031 Notes, the "Notes"). The pricing of the Notes was previously announced in a Current Report on Form 8-K filed on December 9, 2021.

The Company expects the net proceeds from the sale of the Notes to be approximately $2.98 billion, before deducting estimated expenses of the offering. The Company expects to use the net proceeds to pay a portion of its contribution of approximately $6.0 billion to existing stockholders of Aspen Technology, Inc. ("AspenTech") as part of the transactions contemplated by the Transaction Agreement and Plan of Merger, dated as of October 10, 2021, by and among the Company, AspenTech and the other parties identified therein (the "Transaction Agreement").

The Notes were issued pursuant to an indenture dated as of December 10, 1998 (the "Indenture"), between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the "Trustee"). Wells Fargo Bank, National Association was successor under the Indenture 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). Wells Fargo Bank, National Association is a lender under the Company's revolving credit agreement. From time to time, we may enter into other banking relationships with the Trustee or its affiliates. An affiliate of the Trustee also serves as the transfer agent for our common stock.

The 2028 Notes bear interest at the rate of 2.000% per year. Interest on the 2028 Notes is payable on June 21 and December 21 of each year, beginning on June 21, 2022. The 2028 Notes will mature on December 21, 2028. The 2031 Notes bear interest at the rate of 2.200% per year. Interest on the 2031 Notes is payable on June 21 and December 21 of each year, beginning on June 21, 2022. The 2031 Notes will mature on December 21, 2031. The 2051 Notes bear interest at the rate of 2.800% per year. Interest on the 2051 Notes is payable on June 21 and December 21 of each year, beginning on June 21, 2022. The 2051 Notes will mature on December 21, 2051.

The Notes are 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. In addition, in the event that (x) the Company does not complete the transactions contemplated by the Transaction Agreement on or before October 10, 2022, (y) the Company notifies the Trustee in writing that it will not pursue the consummation of the transactions contemplated by the Transaction Agreement, or (z) the Transaction Agreement has been terminated without the consummation of the transaction, the Company will be required to redeem the Notes then outstanding at a redemption price equal to 101% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. The Indenture provides for customary covenants and events of default.

The offering of the Notes was made pursuant to the Registration Statement on Form S-3 (Registration No. 333-250115), the prospectus dated November 16, 2020, and the related prospectus supplement dated December 7, 2021.

The above descriptions of the Indenture and the Notes are qualified in their entirety by reference to the Indenture and the Notes, each of which is incorporated by reference into the Registration Statement. The Indenture and the 2028 Notes, 2031 Notes and 2051 Notes are attached hereto as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 above is incorporated herein by reference.

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.                               Description of Exhibit

   4.1        Indenture dated as of December 10, 1998, between the Company and
            Wells Fargo Bank, National Association, as successor trustee 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,
            incorporated by reference to Emerson Electric Co. 1998 Form 10-K, File
            No. 1-278, Exhibit 4(b).

   4.2        2.000% Notes due 2028. *

   4.3        2.200% Notes due 2031. *

   4.4        2.800% Notes due 2051. *

  104       Cover Page Interactive Data File - the cover page XBRL tags are
            embedded within the Inline XBRL document.

* The Company entered into two global notes for each series of notes (Notes A-1

and A-2), which are identical other than with respect to the note number.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses