Emerson Electric Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$EMR
Consumer Electronics/Appliances
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): February 10, 2025
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(Exact Name of Registrant as Specified in Charter)
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Registrant’s telephone number, including area code:
(314 ) 553-2000
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry Into a Material Definitive Agreement.
The information provided in Item 2.03 of this Current Report on Form 8-K is hereby incorporated into this Item 1.01 by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On February 11, 2025, Emerson Electric Co. (the "Company") entered into a $3 billion 364-Day Credit Agreement (the “364-Day Credit Facility”), dated as of February 11, 2025, with JPMorgan Chase Bank, N.A., as agent, Bank of America, N.A. and Goldman Sachs Bank USA, as syndication agents, and the lenders named therein. The 364-Day Credit Facility expires on February 10, 2026. There are no outstanding loans or letters of credit under the 364 Day Credit Facility. The Company has not incurred any borrowings under this or prior similar facilities, and has no current intention to do so. The 364-Day Credit Facility supports general corporate purposes, including, without limitation, as a liquidity back-up for the Company's commercial paper borrowings, which will be expanded in connection with the anticipated financing of the Company’s tender offer under which the Company intends to acquire all outstanding shares of common stock of Aspen Technologies, Inc. not already owned by the Company.
The 364-Day Credit Facility is unsecured and may be accessed under various interest rate alternatives, at the Company’s option. The Company may from time to time designate any of its eligible subsidiaries as subsidiary borrowers under the 364-Day Credit Facility. The Company has unconditionally and irrevocably guaranteed the obligations of each of its subsidiaries in the event a subsidiary is named a borrower under the 364-Day Credit Facility. Loans are denominated in U.S. dollars. The Company must pay facility fees on the aggregate amounts available under the 364-Day Credit Facility, as specified in the credit agreement. The 364-Day Credit Facility contains customary representations, warranties, covenants and events of default.
In the ordinary course of their respective businesses, the lenders and their respective affiliates engage in, and may in the future engage in, commercial banking and/or investment banking transactions and/or advisory services with the Company and its affiliates.
The foregoing summary of the 364-Day Credit Facility is not complete and is qualified in its entirety by reference to the actual credit agreement, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 8.01 Other Events.
As described under Item 5.07 of the Report on Form 8-K filed on February 7, 2025, on February 4, 2025, at the Company’s 2025 Annual Meeting of Shareholders (the "Annual Meeting"), the Company’s shareholders approved the amendment (the “Amendment”) to the Company’s Restated Articles of Incorporation to reduce the supermajority voting requirements for amendments to the terms of any series of preferred stock, as described in the Proxy Statement for the Annual Meeting. A description of the Amendment is set forth in the description of Proposal 4C of the Proxy Statement. The Amendment was filed with the Secretary of State of the State of Missouri on February 10, 2025 and became effective on that date.
A copy of the Amendment is filed as Exhibit 3.1 to this report and incorporated by reference in this Item 8.01.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description of Exhibits | |||||||
| 3.1 | ||||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
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: | February 14, 2025 | By: | /s/ John A. Sperino | ||||||||
John A. Sperino Vice President and Assistant Secretary | |||||||||||