Item 8.01. Other Events.
On
The 2024 Notes, the 2027 Notes and the 2029 Notes will bear interest at a rate
of 3.650%, 4.250% and 4.500% per annum, respectively. Interest on the Notes will
be paid semi-annually on
Prior to
The Company intends to use the net proceeds from the issuance 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 the Company does not consummate its proposed acquisition of
Meggitt on or prior to
The Notes are subject to customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness and certain events of bankruptcy, insolvency or reorganization.
The Notes will be senior unsecured obligations of the Company and rank equally in right of payment with all of its other senior unsecured debt and senior in right of payment to all of its subordinated debt, and are effectively subordinated to any of the Company's secured debt to the extent of the value of collateral securing such debt.
Certain of the underwriters of the Notes and their respective affiliates are full service financial institutions that have engaged in, and may in the future engage in, investment banking, commercial banking and other commercial dealings in the ordinary course of business with the Company or its affiliates, including acting as lenders under the Company's revolving credit facility. They have received, or may in the future receive, customary fees and commissions or other payments for these transactions. Certain of the underwriters and their respective affiliates have
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provided committed financing for the Meggitt acquisition, for which they are receiving customary fees and expenses. Such committed financing includes a commitment for a bridge facility. One of the underwriters is an affiliate of the Trustee.
In connection with the offering of the Notes, the Company is filing the legal opinion relating to the offering as Exhibit 5.1 to this report and 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 No. Description of Exhibits 4.1 First Supplemental Indenture, relating to the 3.650% Notes due 2024, datedJune 15, 2022 , betweenParker-Hannifin Corporation andThe Bank of New York Mellon Trust Company, N.A. , as series trustee 4.2 Second Supplemental Indenture, relating to the 4.250% Notes due 2027, datedJune 15, 2022 , betweenParker-Hannifin Corporation andThe Bank of New York Mellon Trust Company, N.A. , as series trustee 4.3 Third Supplemental Indenture, relating to the 4.500% Notes due 2029, datedJune 15, 2022 , betweenParker-Hannifin Corporation andThe Bank of New York Mellon Trust Company, N.A. , as series trustee 4.4 Form of 3.650% Global Note due 2024 (included in Exhibit 4.1) 4.5 Form of 4.250% Global Note due 2027 (included in Exhibit 4.2) 4.6 Form of 4.500% Global Note due 2029 (included in Exhibit 4.3) 5.1 Opinion ofJones Day 23.1 Consent ofJones Day (included in Exhibit 5.1) 104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).
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