Emerson Electric Co. Files 8-K: Material Definitive Agreement

TL;DR

EMR signed a big deal, details to come.

AI Summary

On June 6, 2024, Emerson Electric Co. entered into a material definitive agreement. The filing also includes financial statements and exhibits related to this agreement. Specific details of the agreement, including the nature of the transaction and any associated financial figures, are not provided in this summary document.

Why It Matters

This filing indicates a significant new agreement for Emerson Electric Co., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement introduces uncertainty.

Key Players & Entities

• Emerson Electric Co. (company) — Registrant
• June 6, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.50 — e on which registered Common Stock of $0.50 par value per share EMR New York Stoc
• $1.5 billion — ) Emerson will receive cash proceeds of $1.5 billion. Upon the terms and subject to the con
• $1.9 billion — ) Emerson will receive cash proceeds of $1.9 billion. The closings of the transactions cont

Filing Documents

• dp212498_8k.htm (8-K) — 39KB
• dp212498_ex0201.htm (EX-2.1) — 173KB
• dp212498_ex0202.htm (EX-2.2) — 161KB
• 0000950103-24-008002.txt ( ) — 675KB
• emr-20240606.xsd (EX-101.SCH) — 4KB
• emr-20240606_def.xml (EX-101.DEF) — 28KB
• emr-20240606_lab.xml (EX-101.LAB) — 38KB
• emr-20240606_pre.xml (EX-101.PRE) — 26KB
• dp212498_8k_htm.xml (XML) — 8KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 6, 2024, (i) Emerson Electric Co., a Missouri corporation (" Emerson "), EMR Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Emerson (" EMR Holdings "), Emerald JV Holdings L.P., a Delaware limited partnership (" Copeland "), and EMRLD Seller Notes Issuer LP, a Delaware limited partnership and wholly owned subsidiary of Copeland (" Issuer "), entered into a Note Purchase Agreement (the " NPA ") and (ii) Emerson's wholly owned subsidiaries Emersub 21 LLC, a Delaware limited liability company, Emersub 22 LLC, a Delaware limited liability company, Humboldt Hermetic Motor Corp., a Delaware corporation, and Emersub XLVI, Inc., a Delaware corporation (such subsidiaries, together the " Sellers "), BCP Emerald Aggregator L.P. (" BCP Emerald "), a Delaware limited partnership formed by investment funds managed by affiliates of Blackstone Inc., Copeland, and Emerald JV Holdings G.P. LLC, a Delaware limited liability company and the general partner of Copeland entered into a Unit Purchase Agreement (the " UPA " and together with the NPA, the " Transaction Agreements "). Upon the terms and subject to the conditions set forth in the UPA, at the closing of the transactions contemplated by the UPA, (i) BCP Emerald will acquire the 40% common equity interest of Copeland held by Emerson through the Sellers, reducing Emerson's equity interest in Copeland to zero and (ii) Emerson will receive cash proceeds of $1.5 billion. Upon the terms and subject to the conditions set forth in the NPA, at the closing of the transactions contemplated by the NPA, (i) Issuer will repurchase the two senior unsecured notes issued by Issuer to EMR Holdings on May 31, 2023 and (ii) Emerson will receive cash proceeds of $1.9 billion. The closings of the transactions contemplated by the UPA and the NPA are not required to occur simultaneously. The obligation of the parties to consummate the transactions is subject to t

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description of Exhibits 2.1 Note Purchase Agreement, dated as of June 6, 2024, among Emerson Electric Co., EMR Holdings, Inc., Emerald JV Holdings L.P., and EMRLD Seller Notes Issuer LP* 2.2 Unit Purchase Agreement, dated as of June 6, 2024, among Emersub 21 LLC, Emersub 22 LLC, Humboldt Hermetic Motor Corp., Emersub XLVI, Inc., BCP Emerald Aggregator L.P., Emerald JV Holdings L.P., and Emerald JV Holdings G.P. LLC* 104 Cover Page Interactive Data File (formatted as Inline XBRL) * Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Emerson agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. Forward-Looking and Cautionary Statements historical may be "forward-looking" statements, which involve risks and uncertainties, and Emerson undertakes no obligation to update any such statements to reflect later developments. These risks and uncertainties include the scope, duration and ultimate impacts of the Russia-Ukraine and other global conflicts, as well as economic and currency conditions, market demand, pricing, protection of intellectual property, cybersecurity, tariffs, competitive and technological factors, inflation, among others, as set forth in Emerson's most recent Annual Report on Form 10-K and subsequent reports filed with the SEC. The outlook contained herein represents Emerson's expectations for its consolidated results, other than as noted herein. 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. EMERSON ELECTRIC CO. (Registrant) Date: June 6, 2024 By: /s/ John. A Sperino John A. Sperino Vice President and Assistant Secretary

View Full Filing

View this 8-K filing on SEC EDGAR