INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.01. Entry into a Material Definitive Agreement.
On February 27, 2019, Rockwell Automation, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, in connection with the offer and sale of $425 million in aggregate principal amount of its 3.500% Notes due March 1, 2029 (the “2029 Notes”) and $575 million in aggregate principal amount of its 4.200% Notes due March 1, 2049 (the “2049 Notes” and, together with the 2029 Notes, the “Notes”) in an underwritten public offering (the “Offering”). The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification and contribution rights and obligations of the parties, termination provisions and other terms and conditions customary in agreements of this type. The issuance and sale of the Notes closed on March 1, 2019. The net proceeds to the Company from the sale of the Notes, after deducting underwriter discounts and expenses, were approximately $987.8 million.
Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Company, for which they received or will receive customary fees and expenses. Certain affiliates of the underwriters are lenders under the Company’s credit facilities.
The Notes were offered and sold by the Company pursuant to its automatic shelf Registration Statement on FormS-3 (Registration StatementNo. 333-228817) (the “Registration Statement”), filed with the Securities and Exchange Commission (“SEC”) on December 14, 2018, as supplemented by the final prospectus supplement filed with the SEC on February 28, 2019.
The Notes were issued on March 1, 2019 pursuant to the Indenture, dated as of December 1, 1996 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A., as successor to Mellon Bank, N.A.), as trustee. The Indenture contains covenants that require the Company to satisfy certain conditions in order to incur debt secured by liens, engage in sale/leaseback transactions or merge or consolidate with another entity. The Indenture also provides for customary events of default.
The 2029 Notes will mature on March 1, 2029 and bear interest at a fixed rate of 3.500% per annum. The 2049 Notes will mature on March 1, 2049 and bear interest at a fixed rate of 4.200% per annum. The Company will pay interest on the Notes from March 1, 2019 semi-annually, in arrears, on March 1 and September 1 of each year, beginning September 1, 2019. The Notes are unsecured and rank on a parity with all of the Company’s other existing and future unsecured indebtedness.
At its option, the Company may redeem the 2029 Notes at any time prior to December 1, 2028 (three months prior to the maturity date for the 2029 Notes), and the 2049 Notes at any time prior to September 1, 2048 (six months prior to the maturity date for the 2049 Notes), in each case, in whole or in part, at a redemption price equal to the greater of (i) the principal
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