Item 8.01. Other Items.
On
On
Parker intends to use the net proceeds from the offering of the Notes, together
with (i) borrowings under its senior, unsecured delayed-draw term loan facility,
(ii) proceeds of issuances under its commercial paper program and (iii) cash on
hand, to finance its proposed acquisition of Meggitt plc ("Meggitt"). If Parker
does not consummate its proposed acquisition of Meggitt on or prior to
The offering of the Notes has been registered under the Securities Act of 1933,
as amended (the "Act"), under the Registration Statement on
Form S-3 (Registration No. 333-236292), which initially became effective on
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In connection with the offering of the Notes, this Current Report on Form 8-K and exhibits thereto are incorporated by reference into the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, datedJune 6, 2022 , amongParker-Hannifin Corporation andCitigroup Global Markets Inc. ,HSBC Securities (USA) Inc. andWells Fargo Securities, LLC , as representatives of the several underwriters named therein. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) FORWARD-LOOKING STATEMENTS
This report and other written and oral reports may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. The Company has based these forward-looking statements on its current expectations about future events. These statements may be identified from the use of forward-looking terminology such as "anticipates," "believes," "may," "should," "could," "expects," "targets," "is likely," "will" or the negative of these terms and similar expressions, and include all statements regarding future performance, earnings projections, events or developments. Neither Parker nor any of its respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this report and other written and oral reports will actually occur. Parker cautions readers not to place undue reliance on these statements. It is possible that the future performance and earnings projections of the Company, including its individual segments, may differ materially from past performance or current expectations.
The risks and uncertainties in connection with such forward-looking statements related to the proposed acquisition of Meggitt include, but are not limited to, the occurrence of any event, change or other circumstances that could delay or prevent the closing of the proposed acquisition, including the failure to satisfy any of the conditions to the proposed acquisition; the possibility that in order for the parties to obtain regulatory approvals, conditions are imposed that prevent or otherwise adversely affect the anticipated benefits from the proposed acquisition or cause the parties to abandon the proposed acquisition; adverse effects on Parker's common stock because of the failure to complete the proposed acquisition; Parker's business experiencing disruptions due to acquisition-related uncertainty or other factors making it more difficult to maintain relationships with employees, business partners or governmental entities; the possibility that the expected synergies and value creation from the proposed acquisition will not be realized or will not be realized within the expected time period, due to unsuccessful implementation strategies or otherwise; and significant transaction costs related to the proposed acquisition.
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Among other factors which may affect future performance are:
• the impact of the global outbreak of COVID-19 and governmental and other actions taken in response; • changes in business relationships with and purchases by or from major customers, suppliers or distributors, including delays or cancellations in shipments; • 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, including the integration ofLORD Corporation and Exotic Metals and the proposed acquisition of Meggitt, and the Company's ability to effectively manage expanded operations from the acquisitions ofLORD Corporation and Exotic Metals and the proposed acquisition of Meggitt; • the ability to successfully divest businesses planned for divestiture and realize the anticipated benefits of such divestitures; • 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; • ability to implement successfully capital allocation initiatives, including timing, price and execution of share repurchases; • availability, limitations or cost increases of raw materials, component products and/or commodities that cannot be recovered in product pricing; • ability to manage costs related to insurance and employee retirement and health care benefits; • legal and regulatory developments and changes; • additional liabilities relating to changes in tax rates or regulations inthe United States and foreign jurisdictions or exposure to additional tax liabilities; • ability to enter into, own, renew, protect and maintain intellectual property and know-how; • leverage and future debt service obligations;
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• potential impairment of goodwill; • compliance costs associated with environmental laws and regulations; • potential supply chain and labor disruptions, including as a result of labor shortages; • threats associated with and efforts to combat terrorism and cyber-security risks; • uncertainties surrounding the ultimate resolution of outstanding legal proceedings, including the outcome of any appeals; • global competitive market conditions, includingU.S. trade policies and resulting effects on sales and pricing; • 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, credit availability and changes in consumer habits and preferences; • local and global political and economic conditions; • inability to obtain, or meet conditions imposed for, required governmental and regulatory approvals; • government actions and natural phenomena such as floods, earthquakes, hurricanes and pandemics; • increased cybersecurity threats and sophisticated computer crime; and • success of business and operating initiatives;
These factors and the other risk factors described in this report and other written and oral reports are not necessarily all of the important factors that could cause the Company's actual results, performance or achievements to differ materially from those expressed in or implied by any of its forward-looking statements. Other unknown or unpredictable factors also could harm the Company's results. Consequently, there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences or effects. Parker undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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