sv3asr
As
filed with the Securities and Exchange Commission on November 8, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Cooper Industries plc
(Exact name of registrant as specified in its charter)
Ireland
(State or other jurisdiction of incorporation or organization)
98-0632292
(IRS. Employer Identification No.)
CO-REGISTRANTS
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Cooper B-Line, Inc.
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Delaware
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76-0638615 |
Cooper Bussmann, LLC
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Delaware
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76-0554116 |
Cooper Crouse-Hinds, LLC
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Delaware
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20-1288146 |
Cooper Industries, Ltd.
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Bermuda
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98-0355628 |
Cooper Lighting, LLC
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Delaware
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76-0554120 |
Cooper Power Systems, LLC
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Delaware
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76-0253330 |
Cooper Wiring Devices, Inc.
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New York
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11-0701510 |
Cooper US, Inc.
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Delaware
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20-1686977 |
(Exact name of registrant as
specified in its charter)
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.) |
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Cooper Industries plc
5 Fitzwilliam Square
Dublin 2, Ireland
353-1-6618770
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Cooper B-Line, Inc.
509 West Monroe Street
Highland, IL 62249
(618)654-5907
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Cooper Bussmann, LLC
114 Old State Road
Ellisville, MO 63021
(636)394-2877
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Cooper Crouse-Hinds, LLC
Wolf & 7 North Streets
Syracuse, NY 13221
(315) 477-7000 |
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Cooper Industries, Ltd.
600 Travis
Houston, TX 77002
(713) 209-8400
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Cooper Lighting, LLC
1121 Highway 74 South
Peachtree City, GA 30269
(770) 486-4800
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Cooper Power Systems, LLC
2300 Badger Drive
Waukesha, WI 53188
(262) 896-2400
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Cooper Wiring Devices, Inc.
203 Cooper Circle
Peachtree City, GA 30269
(770) 631-2100 |
Cooper US, Inc.
600 Travis
Houston, TX 77002
(713) 209-8400
(Addresses, including zip code, and telephone numbers, including area code, of registrants principal executive offices)
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Terrance V. Helz, Esq.
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Copy to: |
Associate General Counsel and Secretary
Cooper Industries plc
600 Travis, Suite 5600
Houston, TX 77002
(713) 209-8400
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John J. Kelley III, Esq.
King & Spalding LLP
1180 Peachtree Street
Atlanta, GA 30309
(404) 572-4600 |
(Name, address, including zip code, and telephone number, including are code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to time after
this registration statement becomes effective, subject to market conditions and other factors.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box. þ
If this Form is filed to register additional securities for an offering pursuant to Rule
467(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. þ
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ |
Accelerated filer o |
Non-accelerated filer o
(Do not check if a smaller reporting company) | Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Amount to be Registered / Proposed |
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Maximum Offering Price per Unit / |
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Title of Each Class of |
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Proposed Maximum Aggregate Offering |
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Securities to be Registered |
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Price /Amount of Registration Fee (3) |
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Ordinary shares, $0.01 par value, of Cooper Industries plc (1) |
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Preferred shares, $0.01 par value, of Cooper Industries plc |
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Depositary shares, representing preferred shares of Cooper Industries plc |
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Warrants of Cooper Industries plc |
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Share purchase contracts of Cooper Industries plc |
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Share purchase units of Cooper Industries plc |
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Debt securities of Cooper US, Inc. |
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Guarantees (2) |
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(1) |
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Preferred share purchase rights initially are attached to and trade with the ordinary
shares. One right will be issued with each ordinary share. Value attributable to such rights,
if any, is reflected in the market price of the ordinary shares. |
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Cooper Industries plc will, and each co-registrant other than Cooper US. Inc. may,
guarantee on an unsecured basis the debt securities of Cooper US. Inc. In accordance with
Rule 457(n), no separate fee is payable with respect to the guarantees of the debt securities
being registered. |
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An indeterminate initial offering price or principal amount of the securities of each
identified class is being registered as may from time to time be issued at indeterminate
prices. Separate consideration may or may not be received for securities that are issuable on
exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and
457(r), the registrant is deferring payment of all of the registration fee. |
PROSPECTUS
Cooper
Industries plc
Ordinary Shares
Preferred Shares
Depositary Shares
Warrants
Share Purchase Contracts
Share Purchase Units
Cooper
US, Inc.
Debt
Securities
Guaranteed by Cooper Industries plc and specified principal subsidiaries
Cooper Industries plc and Cooper US, Inc., a subsidiary of Cooper Industries plc, will
provide the specific terms of these securities in supplements to this prospectus. You should read
this prospectus and the applicable prospectus supplement carefully before you invest in any of
these securities.
Cooper Industries plcs ordinary shares are traded on the New York Stock Exchange, or NYSE,
under the symbol CBE.
We may offer and sell these securities to or through one or more agents, underwriters, dealers
or other third parties or directly to one or more purchasers, on a continuous or delayed basis.
You should carefully consider the information under the heading Risk Factors in the
applicable prospectus supplement or the documents incorporated by reference before considering an
investment in any securities.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is November 8, 2010.
TABLE OF CONTENTS
You should rely only on the information incorporated by reference or contained in this
prospectus or any accompanying prospectus supplement. We have not authorized any other person to
provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. You should not assume that the information contained in or
incorporated by reference into this prospectus is accurate as of any date after the date on the
front cover of this prospectus or the date of the document incorporated by reference, as
applicable. Our business, financial condition, results of operations and prospects may have
changed since that date.
ABOUT THIS PROSPECTUS
This prospectus is part of an automatic shelf registration statement on Form S-3 that we filed
with the Securities and Exchange Commission, or the SEC. By using a shelf registration statement,
Cooper Industries plc and Cooper US, Inc. may sell, at any time and from time to time, in one or
more offerings, the securities described in this prospectus. As allowed by the SECs rules, this
prospectus does not contain all of the information included in the registration statement. For
further information, we refer you to the registration statement, including its exhibits, and this
prospectus is qualified in its entirety by such other information. Statements contained in this
prospectus about the provisions or contents of any agreement or other document are not necessarily
complete. If the SECs rules and regulations require that an agreement or document be filed as an
exhibit to the registration statement, please see that agreement or document for a complete
description of these matters.
Unless the context requires otherwise, references to we, us or our refer collectively to
Cooper Industries plc (an Irish company) and its consolidated subsidiaries, including Cooper US,
Inc. Cooper Parent refers only to Cooper Industries plc and not to any of its subsidiaries or
affiliates and Cooper US refers only to Cooper US, Inc. and not to its parent or any of its
subsidiaries or affiliates. The terms Guarantor and Guarantors refer to Cooper Parent and, to
the extent any of its subsidiaries is identified under Description of Debt Securities
Guarantees or in a prospectus supplement, such subsidiaries.
CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents that we incorporate by reference contain certain statements
that we believe may be forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities
Exchange Act of 1934, as amended (the Exchange Act). We generally indicate these statements by
words or phrases such as anticipate, estimate, plan, expect, believe, intend, foresee
and similar words or phrases. Forward-looking statements include, among other things, statements
regarding future revenues, costs and expenses, earnings, earnings per share, margins, cash flows,
dividends and capital expenditures. All of these forward-looking statements are subject to risks,
uncertainties and assumptions. Consequently, actual events and results may vary significantly from
those included in or contemplated or implied by our forward-looking statements. The
forward-looking statements included in this prospectus or the relevant incorporated documents are
made only as of the date of this prospectus or the relevant incorporated document, as the case may
be, and, except as required by law, we undertake no obligation to publicly update these
forward-looking statements to reflect subsequent events or circumstances. Important factors that
could cause actual results to differ materially from those suggested by these forward-looking
statements and that could adversely affect our future financial performance include the following:
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political developments; |
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market and economic conditions; |
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changes in raw material, transportation and energy costs; |
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industry competition; |
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the ability to execute and realize the expected benefits from strategic initiatives
including revenue growth plans and cost control and productivity improvement programs; |
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the ability to develop and introduce new products; |
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the magnitude of any disruptions from manufacturing rationalizations; |
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changes in mix of products sold; |
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mergers and acquisitions and their integration; |
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the timing and amount of any stock repurchases; |
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changes in financial markets including currency exchange rate fluctuations; |
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changing legislation and regulations including changes in tax law, tax treaties or
tax regulations; and |
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the resolution of potential liabilities and insurance recoveries resulting from
on-going Pneumo-Abex related asbestos claims. |
When considering forward-looking statements, you should keep these factors in mind as well as
those risk factors described in any prospectus supplement or Cooper Parents Annual Reports on Form
10-K and Quarterly Reports on Form 10-Q. In light of these risks, uncertainties and assumptions,
the events anticipated by our forward-looking statements might not occur. Forward-looking
statements speak only as of the date made and we undertake no obligation to update or revise our
forward-looking statements, whether as a result of new information, future events or otherwise.
WHERE YOU CAN FIND MORE INFORMATION
Cooper Parent files annual, quarterly and current reports, proxy statements and other
information with the SEC. The SEC maintains a website that contains reports, proxy
statements and other information regarding registrants that file electronically with the SEC at
http://www.sec.gov. To receive copies of public records not posted to
the SECs web site at prescribed rates, you may complete an online form
at http://www.sec.gov, send a fax to (202) 772-9337 or submit a written request
to the SEC, Office of FOIA/PA Operations, 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information. You also can inspect reports and
other information Cooper Parent files at the
office of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. Annual,
quarterly and current reports, proxy statements and other information Cooper Parent files with the
SEC are also available free of charge at the Investors section of our website at
www.cooperindustries.com. The information on our website is not part of this prospectus or the
applicable prospectus supplement.
Cooper US has no direct operations. Cooper US is indirectly and wholly owned by Cooper Parent
and the obligations of Cooper US under its debt securities will be fully and unconditionally
guaranteed by Cooper Parent. See Description of Debt Securities and Guarantees. Cooper US is not
currently subject to the information reporting requirements under the Exchange Act. Cooper US will
be exempt from such information reporting requirements so long as it is 100% owned by Cooper
Parent, any outstanding debt securities of Cooper US issued under the registration statement of
which this prospectus is a part are fully and unconditionally guaranteed by Cooper Parent and
Cooper Parent includes in the footnotes to its audited consolidated financial statements summarized
consolidated financial information concerning Cooper US. Furthermore, the subsidiaries of Cooper
Parent that may guarantee the debt securities of Cooper US are not currently subject to the
information reporting requirements under the Exchange Act. These subsidiary guarantors will be
exempt from such information reporting requirements so long as they are directly or indirectly 100%
owned by Cooper Parent, any outstanding debt securities of Cooper US issued under the registration
statement of which this prospectus is a part and guaranteed by such subsidiary guarantors fully are
fully and unconditionally guaranteed by Cooper Parent and such subsidiaries on a joint and several
basis and Cooper Parent includes in the footnotes to its audited consolidated financial statements
summarized consolidated financial information concerning such subsidiary guarantors on a combined
basis.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference in this prospectus documents filed with the SEC. This means
that we are disclosing important information to you by referring to those documents. The
information incorporated by reference is an important part of this prospectus, and information that
is filed later with the SEC will automatically update and supersede the information contained in
this prospectus or the applicable prospectus supplement. We are incorporating by reference the
following documents filed with the SEC by Cooper Parent:
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Annual Report on Form 10-K for the fiscal year ended December 31, 2009; |
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Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010, June 30, 2010
and September 30, 2010; |
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Current Reports on Form 8-K filed on February 22, 2010; March 1, 2010; March 31,
2010, April 15, 2010, April 30, 2010; July 9, 2010; September 7, 2010; September 23,
2010; and November 8, 2010; |
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The description of Cooper Parents ordinary shares and preferred share purchase
rights contained in its Current Report on Form 8-K, filed on September 9, 2009; and |
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All documents filed by Cooper Parent with the SEC pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the
termination of the applicable offering pursuant to this prospectus and any applicable
prospectus supplement. |
Any statement contained in a document incorporated by reference, or deemed to be incorporated
by reference, in this prospectus or the applicable prospectus supplement shall be deemed to be
modified or superseded for purposes of this prospectus or the applicable prospectus supplement to
the extent that a statement contained in this prospectus, in any applicable prospectus supplement
or in any other subsequently filed document that also is incorporated by reference in this
prospectus modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus
or the applicable prospectus supplement.
We will provide without charge to each person to whom a copy of this prospectus has been
delivered, on the written or oral request of such person, a copy of any or all of the documents
which have been or may be incorporated in this prospectus by reference (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference in any such documents).
You may request a copy of these filings at the following address and telephone number:
Cooper Industries plc
Attn: Corporate Secretary
P.O. Box 4446
Houston, Texas 77210
(713) 209-8400
ENFORCEMENT OF JUDGMENTS AND SERVICE OF PROCESS
Cooper Parent is an Irish company. In addition, some of its assets are or may be located in
jurisdictions outside the United States. Therefore, investors may have difficulty effecting
service of process within the United States upon Cooper Parent or recovering against Cooper Parent
on judgments of U.S. courts, including judgments based upon the civil liability provisions of the
U.S. securities laws. Cooper Parent has agreed that it may be served with process with respect to
actions based on offers and sales of securities made in the United States and other violations of
U.S. securities laws by having Cooper US, which is located at 600 Travis, Houston, Texas
77002-1001, be its U.S. agent appointed for that purpose. A judgment obtained against Cooper
Parent in a U.S. court would be enforceable in the United States but could be executed upon only to
the extent Cooper Parent has assets in the United States.
Cooper Parent has been advised by its Irish counsel, Arthur Cox, Solicitors, that a judgment
for the payment of money rendered by a court in the United States based on civil liability would
not be automatically enforceable in Ireland. There is no treaty between Ireland and the United
States providing for the reciprocal enforcement of foreign judgments. The following requirements
must be met before the foreign judgment will be deemed to be enforceable in Ireland:
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The judgment must be for a definite sum; |
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The judgment must be final and conclusive; and |
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The judgment must be provided by a court of competent jurisdiction. |
An Irish court will also exercise its right to refuse judgment if the foreign judgment was
obtained by fraud, if the judgment violated Irish public policy, if the judgment is in breach of
natural justice or if it is irreconcilable with an earlier foreign judgment.
ABOUT COOPER INDUSTRIES PLC
We
are a diversified, worldwide manufacturing company doing business in
two business
segments: Energy and Safety Solutions and Electrical Products Group. We manufacture, market
and sell our products and provide services throughout the world. We have manufacturing facilities
in 23 countries and employed approximately 28,200 people as of December 31, 2009.
Reorganization Transaction
On September 4, 2009, Cooper Industries, Ltd. received approval from the Supreme Court of
Bermuda of a scheme of arrangement under Bermuda law (the Scheme of Arrangement) that effected a
transaction (the Transaction) that resulted in the holders of Class A common shares of Cooper
Industries, Ltd., other than wholly owned subsidiaries of Cooper Industries, Ltd. that held Class A
common shares, becoming ordinary shareholders of Cooper Industries plc and Cooper Industries, Ltd.
becoming a wholly owned subsidiary of Cooper Industries plc. The Scheme of Arrangement became
effective upon the filing of the court order sanctioning the Scheme of Arrangement with the Bermuda
Registrar of Companies on September 8, 2009.
Contribution of Tools Business Assets and Liabilities to Joint Venture
On March 26, 2010, we announced entering into a Framework Agreement with Danaher Corporation
to create a joint venture combining our Tools business with certain Tools businesses from Danahers
Tools and Components Segment (the Joint Venture). On July 6, 2010, we announced the completion
of the Joint Venture, named Apex Tools Group, LLC. We own a 50% interest in the Joint Venture,
have equal representation on its Board of Directors and have a 50% voting interest in the Joint
Venture. At completion of the transaction in July, Cooper deconsolidated the Tools business assets
and liabilities contributed to the Joint Venture and now recognizes Coopers 50% ownership interest
as an equity investment.
Our Tools Joint Venture manufactures, markets and sells hand tools for industrial,
construction, electronics and consumer markets; automated assembly systems, electrical and
pneumatic industrial power tools, related electronics and software control and monitoring systems
for industrial markets, specialized automotive service tools, tool storage, drill chucks and
precision tool and workholders for industrial and consumer markets.
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Products and Segment Information
Our Energy and Safety Solutions segment includes the business unit results from the Cooper
Crouse-Hinds, Cooper Power Systems, and Cooper Safety divisions. This segment manufactures,
markets and sells electrical protection products, including fittings, plugs, receptacles, cable
glands, hazardous duty electrical equipment, intrinsically safe explosion proof instrumentation,
emergency lighting, fire detection and mass notification systems and security products for use in
residential, commercial and industrial construction, and maintenance and repair applications. The
segment also manufactures, markets and sells products for use by utilities and in industry for
electrical power transmission and distribution, including distribution switchgear, transformers,
transformer terminations and accessories, capacitors, voltage regulators, surge arrestors, energy
automation solutions and other related power systems components. Some of this segments major
products include:
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Cooper Crouse-HindsTM and CEAG® electrical construction materials and
electrical products for harsh and hazardous applications; |
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Cooper Power Systems TM distribution transformers, power capacitors,
voltage regulators, surge arrestors, energy automation products, Kyle® distribution
switchgear and McGraw-Edison® and RTE® power distribution transformers and related
products; and |
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Menvier emergency lighting and fire detection systems, Scantronic security systems,
and Wheelock, Roam Secure and MEDC notification systems. |
Our Electrical Products Group segment includes the business results from the Cooper B-Line,
Cooper Bussmann, Cooper Lighting and Cooper Wiring Devices divisions. This segment manufactures,
markets and sells electrical and circuit protection products, support systems, enclosures,
specialty connectors, wiring devices, plugs, receptacles, switches, lighting fixtures and controls,
and fuses for use in residential, commercial and industrial construction, maintenance and repair
applications. Some of this segments major products include:
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Cooper B-LineTM support systems, enclosures and fasteners; |
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Cooper BussmannTM circuit protection products; |
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Cooper Lighting®, Fair-Safe®, Halo® and Metalux® lighting fixtures; and |
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Cooper Wiring Devices® electrical connection and controls products. |
Our executive offices are located at 5 Fitzwilliam Square, Dublin 2, Ireland. We also have
administrative offices at 600 Travis, Houston, Texas 77002, and our telephone number is (713)
209-8400.
ABOUT COOPER US, INC.
Cooper US is an indirect, wholly-owned subsidiary of Cooper Parent. Cooper Parent currently
conducts all of its operations through its subsidiaries, including Cooper US and its subsidiaries.
The executive offices of Cooper US are located at the same address as Cooper Parents
administrative offices in Houston, Texas, and Cooper US has the same telephone number as Cooper
Parent as shown above.
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USE OF PROCEEDS
Unless otherwise indicated in any applicable prospectus supplement, we intend to apply any net
proceeds that we receive from the sale of securities offered by this prospectus to our general
funds to be used for general corporate purposes, including, in certain circumstances, to retire
outstanding indebtedness.
RATIO OF EARNINGS TO FIXED CHARGES OF COOPER PARENT
The ratio of earnings to fixed charges is computed by dividing earnings before fixed charges
by fixed charges on a consolidated basis. Earnings before fixed charges consist of income from
continuing operations before income taxes plus fixed charges, less
capitalized interest, less
equity in earnings (losses) of equity investees, plus
distribution of earnings from equity investees. Fixed charges consist of interest,
whether expensed or capitalized, amortized capitalized expenses related to indebtedness, and the
portion of operating lease rental expense that represents the interest factor.
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Nine Months |
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Ended |
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September 30, |
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Year Ended December 31, |
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2010 |
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2009 |
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2009 |
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2008 |
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2007 |
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2005 |
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Ratio of Earnings to Fixed Charges |
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8.2x |
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6.6x |
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7.2x |
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10.6x |
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14.1x |
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11.5x |
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7.5x |
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DESCRIPTION OF COOPER PARENT SHARE CAPITAL
The following description of Cooper Parents share capital is a summary. This summary is not
complete and is qualified in its entirety by reference Cooper Parents memorandum and articles of
association previously filed with the SEC.
Capitalization
Authorized Share Capital. The authorized share capital of Cooper Parent is 40,000 and
$7,600,000, divided into 40,000 ordinary shares with a par value of 1 per share, 750,000,000
ordinary shares, par value $0.01 per share and 10,000,000 preferred shares, par value $0.01 per
share, which preferred shares may be designated and created as shares of any other classes or
series of shares with the respective rights and restrictions determined by action of the board of
directors. As discussed in Rights Plan 2,500,000 preferred shares have been designated as
Series A Participating Preferred Shares. The authorized share capital includes 40,000 ordinary
shares with a par value of 1 per share that were required in order to satisfy statutory
requirements for the incorporation of Cooper Parent as an Irish public limited company.
Cooper Parent may issue shares subject to the maximum prescribed by its authorized share
capital contained in its memorandum of association. Pursuant to the Transaction, Cooper Parent
issued approximately 167,000,000 ordinary shares. This means that Cooper Parent is able to issue
further shares comprised of approximately 583,000,000 ordinary shares, par value of $0.01 per
share, and 10,000,000 preferred shares, par value $0.01 per share (as well as 40,000 ordinary
shares, par value 1 per share). In connection with the Transaction, Cooper Parent also assumed
Cooper Industries, Ltd.s previously existing obligations to deliver shares under equity incentive
plans and other similar employee awards pursuant to the terms thereof.
As a matter of Irish company law, the directors of a company may issue new ordinary or
preferred shares without shareholder approval once authorized to do so by the articles of
association of the company or by an ordinary resolution adopted by the shareholders at a general
meeting. On a poll, an ordinary resolution requires a majority of the total number of votes of
the shares of Cooper Parent present in person or represented by proxy and entitled to vote at the
meeting convened to consider the matter. The authority conferred can be granted for a maximum
period of five years, at which point it must be renewed by the shareholders of the company by an
ordinary resolution. Because of this requirement of Irish law, the articles of association of
Cooper Parent authorize the board of directors of Cooper Parent to issue new ordinary or preferred
shares without shareholder approval for a period of five years from the date of Cooper Parents
incorporation on June 4, 2009.
The authorized share capital may be increased by way of an ordinary resolution of Cooper
Parents shareholders.
The rights and restrictions to which the ordinary shares are subject are described in Cooper
Parents articles of association. Cooper Parents articles of association entitle the board of
directors, without shareholder approval, to determine the terms of the preferred shares issued by
Cooper Parent. Preferred shares may be preferred as to dividends, rights upon the dissolution of,
or upon any distribution of the assets of, Cooper Parent, or voting in such manner as the directors
of Cooper Parent may resolve. The preferred shares may also be redeemable at the option of the
holder of the preferred shares or at the option of Cooper Parent, or both, and may be convertible
into or exchangeable for shares of any other class or classes, or of any other series, of Cooper
Parent, depending on the terms of such preferred shares. Such terms will be described in the
applicable prospectus supplement. The Company may also convert any of its shares into redeemable
shares subject to a member being able to notify the Company of his or her unwillingness to have his
or her shares so converted at any time prior to the date of conversion.
Irish law does not recognize fractional shares held of record; accordingly, Cooper Parents
articles of association do not provide for the issuance of fractional shares of Cooper Parent, and
the official Irish register of Cooper Parent does not reflect any fractional shares. Whenever as a
result of an alteration or reorganization of the share capital of Cooper Parent any shareholder
would become entitled to fractions of a share, the directors may, on behalf of those shareholders,
sell the shares representing the fractions for the best price reasonably obtainable to any person
and distribute the proceeds of sale in due proportion among those shareholders. This ability of the
directors
7
of Cooper Parent to dispose of fractional shares is required in order to comply with the Irish
law prohibition on fractional shares held of record.
Issued Share Capital. Immediately prior to the Transaction, the issued share capital of Cooper
Parent was 40,000, comprised of 40,000 ordinary shares with a par value of 1 per share (the Euro
Share Capital). In connection with the consummation of the Transaction, the Euro Share Capital was
acquired by Cooper Parent and was then cancelled by Cooper Parent. Cooper Parent then issued
approximately 167,000,000 ordinary shares having a par value of $0.01 each. All shares issued on
completion of the Transaction were issued as fully paid up. As of September 30, 2010, Cooper
Parent had 162,702,453 ordinary shares, with a par value of $0.01 each, issued and outstanding.
Rights Plan
Second Amended and Restated Rights Agreement
In connection with the Transaction, Cooper Parent and Cooper Industries, Ltd. entered into a
Second Amended and Restated Rights Agreement, dated as of September 8, 2009, executed as a Deed
Poll, with Computershare Trust Company, N.A., as Rights Agent (the Rights Agreement). Pursuant to
the Rights Agreement, the preferred share purchase rights associated with the Cooper Industries,
Ltd. Class A common shares (the Old Rights) were replaced with newly issued preferred share
purchase rights associated with the Cooper Parent ordinary shares (the Rights).
Summary of the Rights. One Right was issued in respect of each ordinary share outstanding as
of immediately after 7:30 p.m., Eastern Time, on September 8, 2009 (the Transaction Time), and
one Right (subject to adjustment as provided for in the Rights Agreement) will be issued in respect
of each ordinary share issued after that time but prior to the earlier of the Distribution Date or
the Expiration Date (each as defined below). Each Right initially represents the right to purchase,
at an exercise price of $600, one one-hundredth of a Series A Participating Preferred Share, par
value $0.01 per share (each, a Preferred Share), of Cooper Parent, upon the terms and subject to
the conditions of the Rights Agreement. Cooper Parent is not required to issue fractions of
Preferred Shares.
The Rights are initially attached to all outstanding ordinary share certificates (which
includes, for purposes of the Rights Agreement, book-entry interests in respect of any
uncertificated ordinary shares) and no separate Rights Certificates will be distributed until a
Distribution Date occurs. Subject to certain exceptions specified in the Rights Agreement, the
Rights will separate from the ordinary shares and a Distribution Date will occur upon the earlier
of: (i) the close of business of the 10th business day after the first date of public announcement
by Cooper Parent or an Acquiring Person (as defined below) that a person has become an Acquiring
Person (such date, the Stock Acquisition Date) and (ii) the close of business of the 10th
business day (or such later date as the board shall determine) after the date that a tender,
exchange or takeover offer by any person (other than Cooper Parent, any subsidiary of Cooper
Parent, any employee benefit plan of Cooper Parent or of any subsidiary of Cooper Parent, or any
person or entity organized, appointed or established by Cooper Parent for or pursuant to the terms
of any such plan) is first published, sent or given, if upon completion of the tender, exchange or
takeover offer such person would be the beneficial owner of 15% or more of the ordinary shares then
outstanding.
An Acquiring Person is defined in the Rights Agreement to mean any person who or which,
together with all affiliates and associates, has beneficial ownership of 15% or more of the
ordinary shares then outstanding. The term does not include Cooper Parent, any subsidiary of Cooper
Parent, any employee benefit plan of Cooper Parent or of any subsidiary of Cooper Parent or any
person established by Cooper Parent for or pursuant to the terms of any such plan. The term also
excludes any person who becomes an Acquiring Person solely as a result of a reduction in the number
of ordinary shares outstanding due to the repurchase of ordinary shares by Cooper Parent, unless
and until such person purchases (or otherwise gains beneficial ownership of) additional ordinary
shares that constitute 1% or more of ordinary shares then outstanding.
Until the earlier of the Distribution Date or the Expiration Date, the Rights will be
transferable only in connection with the transfer of the underlying ordinary shares and the
registered holders of ordinary shares will also be the registered holders of the associated Rights.
8
As soon as practicable following the Distribution Date, separate certificates evidencing the
Rights (the Rights Certificates) will be sent by the Rights Agent, via first-class, insured,
postage-prepaid mail, to each record holder of ordinary shares as of the of the close of business
on the Distribution Date. Subject to the provisions of the Rights Agreement, the Rights
Certificates, whenever distributed, will entitle the holders to purchase the number of one
one-hundredths of a Preferred Share as is set forth therein at the price set forth therein (the
Purchase Price) (but the amount and type of securities purchasable upon the exercise of each
Rights and the Purchase Price will be subject to adjustment as provided for in the Rights
Agreement). Any Rights Certificates that represent Rights beneficially owned by an Acquiring Person
or its associates and affiliates, or by certain transferees of Acquiring Persons or their
associates and affiliates, will also contain a legend indicating that the Rights represented by the
Rights Certificate were associated with an Acquiring Person and may become null and void pursuant
to certain circumstances.
Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder
of Cooper Parent, including the right to vote, to receive dividends or to receive notice of
meetings or other actions affecting shareholders.
Adjustment of Purchase Price and Number of Rights. The Purchase Price payable, and the number
of one one-hundredths of a Preferred Share issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, consolidation or reclassification of, the Preferred Shares, (ii) if holders of the
Preferred Shares are granted certain rights or warrants to subscribe for Preferred Shares or
convertible securities at less than the current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above). No adjustment to the Purchase Price will be required until cumulative
adjustments amount to at least 1% of the Purchase Price. In lieu of adjusting the Purchase Price,
Cooper Parent may instead adjust the number of Rights outstanding.
In the event that, prior to the Distribution Date, there is any (i) dividend on the ordinary
shares payable in ordinary shares, (ii) subdivision of the ordinary shares or (iii) consolidation
of the ordinary shares into a smaller number of shares, the number of Rights associated with each
ordinary share will be proportionately adjusted so that the number of Rights outstanding after any
such event will equal the number of Rights outstanding prior to such event.
Preferred Share Provisions. Each one one-hundredth of a Preferred Share, if issued: will not
be redeemable; will entitle its holder to quarterly dividend payments of $0.10, or an amount equal
to the dividend paid on one ordinary share, whichever is greater; will entitle its holder upon
liquidation either to receive $1.00 or an amount equal to the payment made on one ordinary share,
whichever is greater; and will have the same voting power as one ordinary share. The value of one
one-hundredth of a Preferred Share should approximate the value of one ordinary share.
Exercise of Rights and Flip-In Provision. The Rights will become exercisable at any time
after the Distribution Date. A holder of any Rights Certificate may exercise his or her Rights, in
whole or in part, by payment of the aggregate Purchase Price with respect to the total number of
one one-hundredths of a Preferred Share as to which such holder is exercising his or her Rights.
Such exercise must take place at or prior to the earlier of (i) the close of business on August 1,
2017 (the Final Expiration Date), (ii) the time at which the Rights are redeemed by Cooper Parent
pursuant to the terms of the Rights Agreement or (iii) the time at which the rights are exchanged
for ordinary shares or Preferred Shares pursuant to the terms of the Rights Agreement (the earlier
of (i), (ii) and (iii) above is referred to as the Expiration Date). Notwithstanding the above,
any Rights owned by an Acquiring Person or its associates and affiliates, or by certain transferees
of Acquiring Persons or their associates and affiliates, will become null and void from and after
the time that any person becomes an Acquiring Person (subject to certain exceptions).
In lieu of being exercisable to purchase a number of one one-hundredths of a Preferred Share,
upon such time as any person becomes an Acquiring Person (subject to certain exceptions, including
an acquisition pursuant to a Qualifying Offer (as defined below)), each Right will entitle the
holder to receive, upon payment of the Purchase Price, ordinary shares (or, in certain
circumstances, cash, property or other securities of Cooper Parent) having a value equal to two
times the Purchase Price. For example, at an exercise price of $600 per Right, each Right that has
9
not become null and void (by virtue of its ownership by an Acquiring Person or certain parties
related to an Acquiring Person) would entitle its holder to purchase $1,200 worth of ordinary
shares for $600. Assuming each ordinary share had a market value of $60 at such time, the holder of
each valid Right would be entitled to purchase 20 ordinary shares (instead of 10 ordinary shares)
for $600.
A Qualifying Offer is defined in the Rights Agreement to mean an acquisition of ordinary
shares pursuant to a tender, exchange or takeover offer for all outstanding ordinary shares at a
price and on terms determined by at least two-thirds of the Continuing Directors to be in the best
interests of Cooper Parent and its shareholders. A Continuing Director is defined in the Rights
Agreement to mean (i) any member of the board, while such person is a member of the board, who is
not an Acquiring Person or its affiliate or associate, or a representative of an Acquiring Person
or its affiliates or associates, and who was a member of the board on the Record Date or (ii) any
person who subsequently becomes a member of the board, while such person is a member of the board,
who is not an Acquiring Person or its affiliate or associate, or a representative of an Acquiring
Person or its affiliates or associates, if such persons nomination for election or election to the
board is recommended or approved by a majority of the Continuing Directors.
Exchange of Rights for Ordinary Shares. At any time after a person becomes an Acquiring Person
(unless such person has beneficial ownership of 50% or more of the ordinary shares outstanding),
the board may exchange all or part of the outstanding and exercisable Rights (other than Rights
that have become null and void) at an exchange ratio of one ordinary share per Right (as adjusted
pursuant to the terms of the Rights Agreement, the Exchange Ratio).
In addition, at any time that the board is permitted to exchange Rights for ordinary shares,
the board may elect to adjust the terms of the Rights such that each holder of a Right (other than
Rights that have become null and void) shall thereafter have the right to receive, upon exercise
thereof, in lieu of any other securities, a number of ordinary shares per Right equal to the
Exchange Ratio at a price per ordinary share equal to the nominal value thereof.
In certain circumstances the board may substitute cash or Preferred Shares for the ordinary
shares to be issued upon such exchange or exercise of the Rights.
Flip-Over Provision. In the event that following a Stock Acquisition Date (i) Cooper Parent
engages in a merger, scheme of arrangement or other business combination transaction in which
Cooper Parent is not the surviving corporation, (ii) Cooper Parent engages in a merger, scheme of
arrangement or other business combination transaction in which Cooper Parent is the surviving
corporation and all or part of the ordinary shares of Cooper Parent are changed or exchanged for
shares or other securities of any other person or any other property or (iii) Cooper Parent sells
or otherwise transfers more than 50% of its assets or earning power, then each holder of a Right
(except for holders of Rights that have become null and void) will have the right to receive, upon
exercise of the Right, ordinary shares of the Principal Party (as defined below) having a value
equal to two times the Purchase Price.
A Principal Party is defined in the Rights Agreement to mean, (a) in the case of a merger,
scheme of arrangement or other business combination transaction described in (i) or (ii) in the
above paragraph, the person who is the issuer of any securities into which ordinary shares of
Cooper Parent are converted in the merger, scheme of arrangement or business combination
transaction, or, if no securities are issued, the person that is the other party to the merger,
scheme of arrangement or business combination transaction and (b) in the case of a transaction
described in (iii) in the above paragraph, the person who receives the greatest portion of the
assets or earning power transferred in such transaction.
Redemption of Rights by the Board. At any time prior to the earlier of (i) the time any person
becomes an Acquiring Person and (ii) the Final Expiration Date, the board may redeem the Rights in
whole, but not in part, at a redemption price of $0.01 per Right (payable in cash, ordinary shares
or other form of consideration). Immediately upon the action of the board ordering such redemption,
the right to exercise the Rights will terminate. The redemption price may be adjusted to reflect
any stock split, stock dividend or similar transaction.
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Amendment of the Rights Agreement. Prior to the Distribution Date, and subject to the
restriction in the following paragraph, any provision of the Rights Agreement may be supplemented
or amended by Cooper Parent without the approval of any holders of certificates representing
ordinary shares. Without limiting the foregoing, Cooper Parent may also, at any time prior to the
time any person becomes an Acquiring Person, lower the acquiror ownership threshold at which
dilution is triggered to not less than 10%. After the Distribution Date, the Rights Agreement may
be amended by Cooper Parent without the approval of holders of Rights Certificates in order to (i)
cure any ambiguity, (ii) correct or supplement defective or inconsistent provisions, (iii) shorten
or lengthen any time period or (iv) make changes that do not adversely affect the interests of
holders of Rights Certificates (other than the interests of an Acquiring Person or its affiliates
or associates), except that Cooper Parent may not make any amendment pursuant to (iii) to lengthen
(A) a time period relating to when the Rights may be redeemed at a time when the Rights are not
redeemable or (B) any other time period unless such lengthening is for the purpose of protecting,
enhancing or clarifying the rights and benefits of the holders of the Rights.
No supplement or amendment may be made which changes the redemption price of the Rights, the
Final Expiration Date, the Purchase Price or the number of one one-hundredths of a Preferred Share
for which a Right is exercisable, except that the board may increase the Purchase Price or extend
the Final Expiration Date at any time prior to (i) a Stock Acquisition Date or (ii) the date of
publication of a tender, exchange or takeover offer by any person for 15% of more of the
outstanding ordinary shares.
Notwithstanding the above, Cooper Parent may supplement or amend the Rights Agreement at any
time without the approval of any holders of certificates representing ordinary shares or of any
holders of Rights Certificates in order to conform the provisions of the Rights Agreement to
applicable law.
Pre-emption Rights, Share Warrants and Share Options
Certain statutory pre-emption rights apply automatically in favor of Cooper Parents
shareholders where shares in Cooper Parent are to be issued for cash. However, Cooper Parent has
opted out of these pre-emption rights in its articles of association as permitted under Irish
company law. Because Irish law requires this opt-out to be renewed every five years by a special
resolution of the shareholders, Cooper Parents articles of association provide that this opt-out
must be so renewed. On a poll, a special resolution requires not less than 75% of the votes of
the shares of Cooper Parent present in person or represented by proxy and entitled to vote at the
meeting convened to consider the matter. If the opt-out is not renewed, shares issued for cash must
be offered to pre-existing shareholders of Cooper Parent pro rata to their existing shareholding
before the shares can be issued to any new shareholders. The statutory pre-emption rights do not
apply where shares are issued for non-cash consideration and do not apply to the issue of
non-equity shares (that is, shares that have the right to participate only up to a specified amount
in any income or capital distribution).
The articles of association of Cooper Parent provide that the board is authorized, from time
to time, in its discretion, to grant such persons, for such periods and upon such terms as the
board deems advisable, options to purchase such number of shares of any class or classes or of any
series of any class as the board may deem advisable, and to cause warrants or other appropriate
instruments evidencing such options to be issued. The Irish Companies Acts 1963-2009 (the Irish
Companies Acts) provide that directors may issue share warrants or options without shareholder
approval once authorized to do so by the articles of association or an ordinary resolution of
shareholders. The board may issue shares upon exercise of warrants or options without shareholder
approval or authorization.
Cooper Parent is subject to the rules of the NYSE that require shareholder approval of certain
issuances.
Dividends
Under Irish law, dividends and distributions may only be made from distributable reserves.
Distributable reserves, broadly, means the accumulated realized profits of Cooper Parent less
accumulated realized losses of Cooper Parent. In addition, no distribution or dividend may be made
unless the net assets of Cooper Parent are equal to, or in excess of, the aggregate of Cooper
Parents called up share capital plus undistributable reserves and the distribution does not reduce
Cooper Parents net assets below such aggregate. Undistributable reserves include the share premium
account (similar to additional paid-in capital), the capital redemption reserve fund and the amount
by
11
which Cooper Parents accumulated unrealized profits, so far as not previously utilized by any
capitalization, exceed Cooper Parents accumulated unrealized losses, so far as not previously
written off in a reduction or reorganization of capital.
The determination as to whether or not Cooper Parent has sufficient distributable reserves to
fund a dividend must be made by reference to relevant accounts of Cooper Parent. The relevant
accounts are the last set of unconsolidated annual audited financial statements prepared in
accordance with the Irish Companies Acts and any unaudited financial statements as are necessary to
enable a reasonable judgment to be made as to the level of distributable reserves and which give a
true and fair view of Cooper Parents unconsolidated financial position in accord with accepted
accounting practice. The annual audited accounts must be filed in the Companies Registration Office
(the official public registry for companies in Ireland).
On October 19, 2009, the Irish High Court approved the creation of distributable reserves for
Cooper Parent through a reduction of $4,610,008,962 of the share premium account so as to
facilitate the ongoing payment of dividends to our shareholders and the repurchase or redemption of
Cooper Parents shares.
The mechanism as to who declares a dividend and when a dividend shall become payable is
governed by the articles of association of Cooper Parent. Cooper Parents articles of association
authorize the directors to declare such dividends as appear justified from the profits of Cooper
Parent without the approval of the shareholders at a general meeting. The board of directors may
also recommend a dividend to be approved and declared by the shareholders at a general meeting.
Although the shareholders may direct that the payment be made by distribution of assets, shares or
cash, no dividend issued may exceed the amount recommended by the directors. The dividends can be
declared and paid in the form of cash or non-cash assets.
The directors of Cooper Parent may deduct from any dividend payable to any member all sums of
money (if any) payable by such member to Cooper Parent in relation to the shares of Cooper Parent.
The directors of Cooper Parent are also entitled to issue shares with preferred rights to
participate in dividends declared by Cooper Parent. The holders of such preferred shares may,
depending on their terms, be entitled to claim arrears of a declared dividend out of subsequently
declared dividends in priority to ordinary shareholders.
Share Repurchases and Redemptions
Overview
Article 3(d)(i) of Cooper Parents articles of association provides that any share which
Cooper Parent has acquired or agreed to acquire shall be deemed to be a redeemable share.
Accordingly, for Irish company law purposes, the repurchase of shares by Cooper Parent will
technically be effected as a redemption of those shares as described below under Share
Repurchases and Redemptions Repurchases and Redemptions by Cooper Parent. If the articles of
association of Cooper Parent did not contain Article 3(d)(i), repurchases by Cooper Parent would be
subject to many of the same rules that apply to purchases of Cooper Parent shares by subsidiaries
described below under Share Repurchases and Redemptions Purchases by Subsidiaries of Cooper
Parent, including the shareholder approval requirements described below and the requirement that
any on-market purchases be effected on a recognized stock exchange. Except where otherwise noted,
when we refer elsewhere in this prospectus to repurchasing or buying back shares of Cooper Parent,
we are referring to the redemption of shares by Cooper Parent pursuant to Article 3(d)(i) of the
articles of association or the purchase of shares of Cooper Parent by a subsidiary of Cooper
Parent, in each case in accordance with the Cooper Parent articles of association and Irish company
law as described below.
Repurchases and Redemptions by Cooper Parent
Under Irish law, a company can issue redeemable shares and redeem them out of distributable
reserves (which are described above under Dividends) or the proceeds of a new issue of shares
for that purpose. The issue of redeemable shares may only be made by Cooper Parent where the
nominal value of the issued share capital
12
that is not redeemable is not less than 10% of the nominal value of the total issued share
capital of Cooper Parent. All redeemable shares must also be fully paid and the terms of redemption
of the shares must provide for payment on redemption. Redeemable shares may, upon redemption, be
cancelled or held in treasury. Shareholder approval will not be required to redeem Cooper Parent
shares.
The board of directors of Cooper Parent also is entitled to issue preferred shares which may
be redeemed at the option of either Cooper Parent or the shareholder, or both, depending on the
terms of such preferred shares. Please see Capitalization Authorized Share Capital above
for additional information on redeemable shares.
Repurchased and redeemed shares may be cancelled or held as treasury shares. The nominal value
of treasury shares held by Cooper Parent at any time must not exceed 10% of the nominal value of
the issued share capital of Cooper Parent. While Cooper Parent holds shares as treasury shares, it
cannot exercise any voting rights in respect of those shares. Treasury shares may be cancelled by
Cooper Parent or reissued subject to certain conditions.
Purchases by Subsidiaries of Cooper Parent
Under Irish law, it may be permissible for an Irish or non-Irish subsidiary to purchase shares
of Cooper Parent either on-market or off-market. A general authority of the shareholders of Cooper
Parent is required to allow a subsidiary of Cooper Parent to make on-market purchases of Cooper
Parent shares; however, as long as this general authority has been granted, no specific shareholder
authority for a particular on-market purchase by a subsidiary of Cooper Parent shares is required.
Cooper Parents shareholders renewed such authority at the 2010 annual general meeting and we
expect that Cooper Parent will seek to renew such general authority, which must expire no later
than 18 months after the date on which it was granted, at subsequent annual general meetings. In
order for a subsidiary of Cooper Parent to make an on-market purchase of Cooper Parents ordinary
shares, such shares must be purchased on a recognized stock exchange. The NYSE, on which the
shares of Cooper Parent are listed, is specified as a recognized stock exchange for this purpose by
Irish company law. For an off-market purchase by a subsidiary of Cooper Parent, the proposed
purchase contract must be authorized by special resolution of the shareholders of Cooper Parent
before the contract is entered into. The person whose shares are to be bought back cannot vote in
favor of the special resolution and, for at least 21 days prior to the special resolution, the
purchase contract must be on display or must be available for inspection by shareholders at the
registered office of Cooper Parent.
The number of shares held by the subsidiaries of Cooper Parent at any time will count as
treasury shares and will be included in any calculation of the permitted treasury share threshold
of 10% of the nominal value of the issued share capital of Cooper Parent. While a subsidiary holds
shares of Cooper Parent, it cannot exercise any voting rights in respect of those shares. The
acquisition of the shares of Cooper Parent by a subsidiary must be funded out of distributable
reserves of the subsidiary.
Existing Share Repurchase Program
On
February 9, 2009, Cooper Industries, Ltd.s board of directors authorized the repurchase
of ten million common shares. Cooper Industries, Ltd. has
also previously announced that its board authorized the repurchase of shares issued from time to
time under its equity compensation plans, matched savings plan and dividend reinvestment plan in
order to offset the dilution that results from issuing shares under these plans. This existing
share repurchase program was adopted by Cooper Parent as described below, and Cooper Parent may
continue to repurchase shares under these authorizations from time to time. The decision whether to
do so will be dependent on the favorability of market conditions, as well as potential cash
requirements for acquisitions and debt repayments. As of September 30, 2010, 8,731,235 shares
remained available under the existing share repurchase program plus the number of shares to be
issued from time to time under equity compensation plans to offset the dilution that results from
issuing shares under these plans.
Prior to the consummation of the Transaction, (a) the board of directors of Cooper Parent
authorized the repurchase of Cooper Parent shares by Cooper Parent and (b) Cooper Industries, Ltd.
and its nominee shareholders of Cooper Parent authorized the purchase of Cooper Parent shares by
subsidiaries of Cooper Parent, such that
13
Cooper Parent and its subsidiaries are authorized to purchase shares in an aggregate amount
approximately equal to the remaining authorization under the Cooper Industries, Ltd. share
repurchase program as of the Transaction Time.
As noted above, because repurchases of Cooper Parent shares by Cooper Parent will technically
be effected as a redemption of those shares pursuant to Article 3(d) of the articles of
association, shareholder approval for such repurchases will not be required.
Purchases of Cooper Parent shares by subsidiaries of Cooper Parent may be made only if the
required shareholder approval has been obtained. We received shareholder approval to renew this
authorization at the 2010 annual general meeting of Cooper Parent. The current authorization
expires on October 27, 2011 unless previously varied, revoked or renewed by an ordinary resolution
of shareholders. We expect to propose renewal of this authorization at subsequent annual general
meetings.
Bonus Shares
Under Cooper Parents articles of association, the board may resolve to capitalize any amount
credited to any reserve or fund available for distribution or the share premium account of Cooper
Parent for issuance and distribution to shareholders as fully paid bonus shares on the same basis
of entitlement as would apply in respect of a dividend distribution.
Consolidation and Division; Subdivision
Under its articles of association, Cooper Parent may by ordinary resolution consolidate and
divide all or any of its share capital into shares of larger par value than its existing shares or
subdivide its shares into smaller amounts than is fixed by its memorandum of association.
Reduction of Share Capital
Cooper Parent may, by ordinary resolution, cancel any shares which, at the date of the passing
of the resolution, are unissued or have not been taken or agreed to be taken by any person and
reduce the amount of its authorized share capital by the amount of the shares so cancelled. Cooper
Parent also may, by special resolution and subject to confirmation by the Irish High Court, reduce
or cancel its issued share capital in any way.
General Meetings of Shareholders
Cooper Parent is required to hold an annual general meeting within eighteen months of
incorporation and at intervals of no more than fifteen months thereafter, provided that an annual
general meeting is held in each calendar year following the first annual general meeting, no more
than nine months after Cooper Parents fiscal year-end. The first annual general meeting of Cooper
Parent may be held outside Ireland. Thereafter, any annual general meeting may be held outside
Ireland if a resolution so authorizing has been passed at the preceding annual general meeting.
Cooper Parent held its first annual general meeting on April 27, 2010.
Extraordinary general meetings of Cooper Parent may be convened by the Chairman of the board
of directors, the board of directors, or on requisition of the shareholders holding not less than
10% of the paid up share capital of Cooper Parent carrying voting rights. In limited circumstances,
Cooper Parents auditors can require the board of directors to convene extraordinary general
meetings of Cooper Parent. Extraordinary general meetings are generally held for the purposes of
approving shareholder resolutions of Cooper Parent as may be required from time to time.
Notice of a general meeting must be given to all shareholders of Cooper Parent and to the
auditors of Cooper Parent. The articles of association of Cooper Parent provide that the maximum
notice period is 60 days. The minimum notice periods are 21 days notice in writing for an annual
general meeting or an extraordinary general meeting to approve a special resolution and 14 days
notice in writing for any other extraordinary general meeting. General meetings may be called by
shorter notice, but only with the consent of the auditors of Cooper Parent and all of the
shareholders entitled to attend and vote thereat.
14
In the case of an extraordinary general meeting convened on requisition of the shareholders of
Cooper Parent, the proposed purpose of the meeting must be set out in the requisition notice, which
may contain any resolution. Upon receipt of this requisition notice, the board of directors has 21
days to convene a meeting of Cooper Parents shareholders to vote on the matters set out in the
requisition notice. This meeting must be held within two months of the receipt of the requisition
notice. If the board of directors does not convene the meeting within such 21-day period, the
requisitioning shareholders, or any of them representing more than one half of the total voting
rights of all of the requisitioning shareholders, may themselves convene a meeting, which meeting
must be held within three months of the receipt by the board of directors of the requisition
notice.
The only matters which must, as a matter of Irish company law, be transacted at an annual
general meeting are the presentation of the annual accounts, balance sheet and reports of the
directors and auditors, the appointment of auditors and the fixing of the auditors remuneration
(or delegation of same). If no resolution is made in respect of the reappointment of an auditor at
an annual general meeting, the previous auditor will be deemed to have continued in office.
If the directors become aware that the net assets of Cooper Parent are half or less of the
amount of Cooper Parents called-up share capital, the directors of Cooper Parent must convene an
extraordinary general meeting of Cooper Parents shareholders not later than 28 days from the date
that they learn of this fact. This meeting must be convened for the purposes of considering whether
any, and if so what, measures should be taken to address the situation.
Voting
Where a poll is demanded at a general meeting, every shareholder shall have one vote for each
ordinary share that he or she holds as of the record date for the meeting. Voting rights on a poll
may be exercised by shareholders registered in Cooper Parents share register as of the record date
for the meeting or by a duly appointed proxy of such a registered shareholder, which proxy need not
be a shareholder. Where interests in shares are held by a nominee trust company this company may
exercise the rights of the beneficial holders on their behalf as their proxy. All proxies must be
appointed in the manner prescribed by Cooper Parents articles of association. The articles of
association of Cooper Parent permit the appointment of proxies by the shareholders to be notified
to Cooper Parent electronically.
Cooper Parents articles of association provide that all resolutions shall be decided by a
show of hands unless a poll is demanded by: the chairman; at least three shareholders present in
person or represented by proxy; any shareholder or shareholders present in person or proxy and
holding between them not less than 10% of the total voting rights of all the members having the
right to vote at such meeting; or a shareholder or shareholders present in person or represented by
proxy holding shares in the company conferring the right to vote at such meeting, being shares on
which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all
such shares conferring such right. Each Cooper Parent ordinary shareholder of record as of the
record date has one vote at a general meeting on a show of hands.
In accordance with the articles of association of Cooper Parent, the directors of Cooper
Parent may from time to time cause Cooper Parent to issue preferred shares. These preferred shares
may have such voting rights as may be specified in the terms of such preferred shares.
Treasury shares will not be entitled to vote at general meetings of shareholders.
Irish company law requires special resolutions of the shareholders at a general meeting to
approve certain matters. Examples of matters requiring special resolutions include:
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Amending the objects or memorandum of association of Cooper Parent; |
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Amending the articles of association of Cooper Parent; |
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Approving the change of name of Cooper Parent; |
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Authorizing the entering into of a guarantee or provision of security in connection
with a loan, quasi-loan or credit transaction to a director or connected person; |
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Opting out of pre-emption rights on the issuance of new shares; |
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Re-registration of Cooper Parent from a public limited company as a private company; |
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Variation of class rights attaching to classes of shares; |
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Purchase of own shares off-market; |
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The reduction of share capital; |
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Resolving that Cooper Parent be wound up by the Irish courts; |
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Resolving in favor of a shareholders voluntary winding-up; |
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Re-designation of shares into different share classes; and |
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Setting the re-issue price of treasury shares. |
A scheme of arrangement with shareholders requires a court order from the Irish High Court and
the approval of a majority in number representing 75% of the shareholders present and voting,
whether in person or by proxy.
Variation of Class Rights Attaching to Shares
Variation of all or any special rights attached to any class of shares of Cooper Parent is
addressed in the articles of association of Cooper Parent as well as the Irish Companies Acts. Any
variation of class rights attaching to the issued shares of Cooper Parent must be approved in
writing by holders of three quarters (3/4) of the issued shares in that class, or with the sanction
of a special resolution passed at a separate general meeting of the holders of the shares of that
class.
Quorum for General Meetings
The holders of shares entitling them to exercise a majority of the voting power of Cooper
Parent on the relevant record date shall constitute a quorum to hold a general meeting of the
shareholders. No business may take place at a general meeting of Cooper Parent if a quorum is not
present in person or by proxy. The board of directors has no authority to waive quorum requirements
stipulated in the articles of association of Cooper Parent. Abstentions and broker non-votes will
be counted as present for purposes of determining whether there is a quorum in respect of the
proposals to be voted upon by shareholders.
Inspection of Books and Records
Under Irish law, shareholders have the right to: (a) receive a copy of the memorandum and
articles of association of Cooper Parent and any act of the Irish Government which alters the
memorandum of association of Cooper Parent; (b) inspect and obtain copies of the minutes of general
meetings and resolutions of Cooper Parent; (c) inspect and receive a copy of the register of
shareholders, register of directors and secretaries, register of directors interests and other
statutory registers maintained by Cooper Parent; (d) receive copies of balance sheets and
directors and auditors reports which have previously been sent to shareholders prior to an annual
general meeting; and (e) receive balance sheets of a subsidiary company of Cooper Parent which have
previously been sent to shareholders prior to an annual general meeting for the preceding ten
years. The auditors of Cooper Parent also have the right to inspect all books, records and vouchers
of Cooper Parent. If required by law, as currently is the case, the auditors report must be
circulated to the shareholders with copies of the balance sheet and directors report
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21 days before the annual general meeting and must be read to the shareholders at Cooper
Parents annual general meeting.
Acquisitions and Appraisal Rights
There are a number of mechanisms for acquiring an Irish public limited company, including:
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a court-approved scheme of arrangement under the Irish Companies Acts. A scheme
of arrangement with shareholders requires a court order from the Irish High Court
and the approval of a majority in number representing 75% of the shareholders
present and voting, whether in person or by proxy; |
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through a tender offer by a third party for all of the shares of Cooper Parent.
Where the holders of 80% or more of Cooper Parents ordinary shares have accepted
an offer for their shares in Cooper Parent, the remaining shareholders may be
statutorily required to also transfer their shares. If the bidder does not exercise
its squeeze out right, then the non-accepting shareholders also have a statutory
right to require the bidder to acquire their shares on the same terms. If shares of
Cooper Parent were listed on the Irish Stock Exchange or another regulated stock
exchange in the European Union (E.U.), this threshold would be increased to 90%;
and |
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it is also possible for Cooper Parent to be acquired by way of a merger with an
E.U.-incorporated public company under the E.U. Cross Border Merger Directive
2005/56. Such a merger must be approved by a special resolution. If Cooper Parent
is being merged with another E.U. public company under the E.U. Cross Border Merger
Directive 2005/56 and the consideration payable to Cooper Parents shareholders is
not all in the form of cash, Cooper Parents shareholders may be entitled to
require their shares to be acquired at fair value. |
Under Irish law, there is no general requirement for a companys shareholders to approve a
sale, lease or exchange of all or substantially all of a companys property and assets.
Disclosure of Interests in Shares
Under the Irish Companies Acts, there is a notification requirement for shareholders who
acquire or cease to be interested in 5% of the shares of an Irish public limited company. A
shareholder of Cooper Parent must therefore make such a notification to Cooper Parent if as a
result of a transaction the shareholder will be interested in 5% or more of the shares of Cooper
Parent; or if as a result of a transaction a shareholder who was interested in more than 5% of the
shares of Cooper Parent ceases to be so interested. Where a shareholder is interested in more than
5% of the shares of Cooper Parent, any alteration of his or her interest that brings his or her
total holding through the nearest whole percentage number, whether an increase or a reduction, must
be notified to Cooper Parent. The relevant percentage figure is calculated by reference to the
aggregate par value of the shares in which the shareholder is interested as a proportion of the
entire par value of Cooper Parents share capital. Where the percentage level of the shareholders
interest does not amount to a whole percentage this figure may be rounded down to the next whole
number. All such disclosures should be notified to Cooper Parent within five business days of the
transaction or alteration of the shareholders interests that gave rise to the requirement to
notify. Where a person fails to comply with the notification requirements described above no right
or interest of any kind whatsoever in respect of any shares in Cooper Parent concerned, held by
such person, shall be enforceable by such person, whether directly or indirectly, by action or
legal proceeding. However, such person may apply to the court to have the rights attaching to the
shares concerned reinstated.
In addition to the above disclosure requirement, Cooper Parent, under the Irish Companies
Acts, may by notice in writing require a person whom Cooper Parent knows or has reasonable cause to
believe to be, or at any time during the three years immediately preceding the date on which such
notice is issued, to have been interested in shares comprised in Cooper Parents relevant share
capital to: (a) indicate whether or not it is the case, and (b) where such person holds or has
during that time held an interest in the shares of Cooper Parent, to give such further information
as may be required by Cooper Parent including particulars of such persons own past or present
interests
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in shares of Cooper Parent. Any information given in response to the notice is required to be
given in writing within such reasonable time as may be specified in the notice.
Where such a notice is served by Cooper Parent on a person who is or was interested in shares
of Cooper Parent and that person fails to give Cooper Parent any information required within the
reasonable time specified, Cooper Parent may apply to court for an order directing that the
affected shares be subject to certain restrictions.
Under the Irish Companies Acts, the restrictions that may be placed on the shares by the court
are as follows:
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any transfer of those shares, or in the case of unissued shares any transfer of
the right to be issued with shares and any issue of shares, shall be void; |
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no voting rights shall be exercisable in respect of those shares; |
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no further shares shall be issued in right of those shares or in pursuance of
any offer made to the holder of those shares; and |
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no payment shall be made of any sums due from Cooper Parent on those shares,
whether in respect of capital or otherwise. |
Where the shares in Cooper Parent are subject to these restrictions, the court may order the
shares to be sold and may also direct that the shares shall cease to be subject to these
restrictions.
Anti-Takeover Provisions
Business Combinations with Related Persons
Cooper Parents articles of association provide that the affirmative vote of the holders of
not less than 80% of the voting power of Cooper Parent on the relevant record date is required for
the approval or authorization of any Business Combination with a Related Person; provided,
however, that the 80% voting requirement is not applicable if:
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Cooper Parents Continuing Directors by a two-thirds (2/3) vote have expressly
approved the Business Combination either in advance of or subsequent to the
acquisition of outstanding ordinary shares of Cooper Parent that caused the Related
Person involved in the Business Combination to become a Related Person; or |
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If the following conditions are satisfied: |
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The aggregate amount of the cash and the fair market
value of the property, securities or other consideration to be received in
the Business Combination by holders of the ordinary shares of Cooper
Parent, other than the Related Person involved in the Business Combination,
is not less than the Highest Per Share Price (with appropriate
adjustments for recapitalizations, reclassifications, share consolidations
and divisions and dividends in specie ) paid by the Related Person in
acquiring any of its holdings of Cooper Parents ordinary shares, all as
determined by two-thirds (2/3) of the Continuing Directors; and |
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A proxy statement complying with the requirements of
the Exchange Act shall have been mailed at least thirty (30) days prior to
any vote on the Business Combination, to all shareholders of Cooper Parent
for the purpose of soliciting shareholder approval of the Business
Combination. |
A Business Combination is generally defined as a merger, sale or other disposition of all or
a substantial part of the assets of Cooper Parent or of a Related Person, and the issuance or
transfer by Cooper Parent of any of its
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securities to a Related Person, among other transactions. A Related Person is generally
defined as a person who, together with affiliates and associates, owns, as of the record date for
the determination of shareholders entitled to notice of and to vote on any Business Combination, or
immediately prior to the consummation of such transaction, in the aggregate 20% or more of the
outstanding ordinary shares of Cooper Parent. A Continuing Director is generally defined as
someone who either (a) was a member of the board of directors of Cooper Parent immediately prior to
the time that the Related Person involved in a Business Combination became a Related Person, or (b)
was designated (before his or her initial election as director) as a Continuing Director by
two-thirds (2/3) of the then Continuing Directors.
Shareholder Rights Plans and Share Issuances
Irish law does not expressly prohibit companies from issuing share purchase rights or adopting
a shareholder rights plan as an anti-takeover measure. As discussed above under Rights Plan,
in connection with the Transaction, Cooper Parent entered into the Second Amended and Restated
Rights Agreement.
Subject to Cooper Parents articles of association, Irish law and the Irish Takeover Rules
described below, the board also has power to issue any authorized and unissued shares of Cooper
Parent, and, in the case of preferred shares, on such terms and conditions as it may determine (as
described above under Capitalization Authorized Share Capital) and any such action should
be taken in the best interests of Cooper Parent. It is possible, however, that the terms and
conditions of any issue of preferred shares could discourage a takeover or other transaction that
holders of some or a majority of the ordinary shares believe to be in their best interests or in
which holders might receive a premium for their shares over the then market price of the shares.
Irish Takeover Rules and Substantial Acquisition Rules
A transaction by virtue of which a third party is seeking to acquire 30% or more of the voting
rights of Cooper Parent will be governed by the Irish Takeover Panel Act 1997 and the Irish
Takeover Rules made thereunder and will be regulated by the Irish Takeover Panel. The General
Principles of the Irish Takeover Rules and certain important aspects of the Irish Takeover Rules
are described below.
General Principles
The Irish Takeover Rules are built on the following General Principles which will apply to any
transaction regulated by the Irish Takeover Panel:
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in the event of an offer, all classes of shareholders of the target company should
be afforded equivalent treatment and, if a person acquires control of a company, the
other holders of securities must be protected; |
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the holders of securities in the target company must have sufficient time to allow
them to make an informed decision regarding the offer; |
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the board of a company must act in the interests of the company as a whole. If the
board of the target company advises the holders of securities as regards the offer it
must advise on the effects of the implementation of the offer on employment, employment
conditions and the locations of the target companys place of business; |
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false markets in the securities of the target company or any other company concerned
by the offer must not be created; |
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a bidder can only announce an offer after ensuring that he or she can fulfill in
full the consideration offered; |
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a target company may not be hindered longer than is reasonable by an offer for its
securities. This is a recognition that an offer will disrupt the day-to-day running of
a target company particularly if the |
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offer is hostile and the board of the target company must divert its attention to resist
the offer; and |
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a substantial acquisition of securities (whether such acquisition is to be
effected by one transaction or a series of transactions) will only be allowed to take
place at an acceptable speed and shall be subject to adequate and timely disclosure. |
Mandatory Bid
If an acquisition of shares were to increase the aggregate holding of an acquirer and its
concert parties to shares carrying 30% or more of the voting rights in Cooper Parent, the acquirer
and, depending on the circumstances, its concert parties would be required (except with the consent
of the Irish Takeover Panel) to make a cash offer for the outstanding shares at a price not less
than the highest price paid for the shares by the acquirer or its concert parties during the
previous 12 months. This requirement would also be triggered by an acquisition of shares by a
person holding (together with its concert parties) shares carrying between 30% and 50% of the
voting rights in Cooper Parent if the effect of such acquisition were to increase the percentage of
the voting rights held by that person (together with its concert parties) by 0.05% within a
twelve-month period. A single holder (that is, a holder excluding any parties acting in concert
with the holder) holding more than 50% of the voting rights of a company is not subject to this
rule.
Voluntary Bid; Requirements to Make a Cash Offer and Minimum Price Requirements
A voluntary offer is an offer that is not a mandatory offer. If a bidder or any of its concert
parties acquire ordinary shares of Cooper Parent within the period of three months prior to the
commencement of the offer period, the offer price must be not less than the highest price paid for
Cooper Parent ordinary shares by the bidder or its concert parties during that period. The Irish
Takeover Panel has the power to extend the look back period to 12 months if the Irish Takeover
Panel, having regard to the General Principles, believes it is appropriate to do so.
If the bidder or any of its concert parties has acquired ordinary shares of Cooper Parent (a)
during the period of 12 months prior to the commencement of the offer period which represent more
than 10% of the total ordinary shares of Cooper Parent or (b) at any time after the commencement of
the offer period, the offer shall be in cash (or accompanied by a full cash alternative) and the
price per Cooper Parent ordinary share shall be not less than the highest price paid by the bidder
or its concert parties during, in the case of (a), the period of 12 months prior to the
commencement of the offer period and, in the case of (b), the offer period. The Irish Takeover
Panel may apply this rule to a bidder who, together with its concert parties, has acquired less
than 10% of the total ordinary shares of Cooper Parent in the 12-month period prior to the
commencement of the offer period if the Panel, having regard to the General Principles, considers
it just and proper to do so.
An offer period will generally commence from the date of the first announcement of the offer
or proposed offer.
Substantial Acquisition Rules
The Irish Takeover Rules also contain rules governing substantial acquisitions of shares which
restrict the speed at which a person, together with any concert parties, may increase his or her
holding of shares and rights over shares to an aggregate of between 15% and 30% of the voting
rights of Cooper Parent. Except in certain circumstances, an acquisition or series of acquisitions
of shares or rights over shares representing 10% or more of the voting rights of Cooper Parent is
prohibited, if such acquisition(s), when aggregated with shares or rights already held, would
result in the acquirer, together with any concert parties, holding 15% or more but less than 30% of
the voting rights of Cooper Parent and such acquisitions are made within a period of seven days.
These rules also require accelerated disclosure of acquisitions of shares or rights over shares
relating to such holdings.
Frustrating Action
Under the Irish Takeover Rules, the board of directors of Cooper Parent is not permitted to
take any action which might frustrate an offer for the shares of Cooper Parent once the board of
directors has received an approach
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which may lead to an offer or has reason to believe an offer is imminent except as noted
below. Potentially frustrating actions such as (a) the issue of shares, options or convertible
securities, (b) material disposals, (c) entering into contracts other than in the ordinary course
of business or (d) any action, other than seeking alternative offers, which may result in
frustration of an offer, are prohibited during the course of an offer or at any time during which
the board has reason to believe an offer is imminent. Exceptions to this prohibition are available
where:
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the action is approved by the offeree at a general meeting; or |
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with the consent of the Irish Takeover Panel where: |
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the Irish Takeover Panel is satisfied the action would
not constitute a frustrating action; |
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the holders of 50% of the voting rights state in
writing that they approve the proposed action and would vote in favor of it
at a general meeting; |
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in accordance with a contract entered into prior to the
announcement of the offer; or |
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the decision to take such action was made before the
announcement of the offer and either has been at least partially
implemented or is in the ordinary course of business. |
For other provisions that could be considered to have an anti-takeover effect, please see
above at Pre-emption Rights, Share Warrants and Share Options and Disclosure of Interests
in Shares, in addition to Corporate Governance, Election of Directors, Vacancies on
Board of Directors, Removal of Directors, Shareholder Consent to Action Without Meeting,
Director Nominations; Proposals of Shareholders and Amendment of Governing Documents
below.
Corporate Governance
The articles of association of Cooper Parent delegate authority over the management of Cooper
Parent to the board of directors. The board of directors may delegate management of Cooper Parent
to committees of the board, executives or to a management team, but regardless, the directors
remain responsible, as a matter of Irish law, for the proper management of the affairs of Cooper
Parent. Cooper Parent has an Audit Committee, a Management Development & Compensation Committee, a
Committee on Nominations and Corporate Governance, and an Executive Committee. In addition, Cooper
Parent has adopted corporate governance principles.
Legal Name; Formation; Fiscal Year; Registered Office
The legal name of Cooper Parent is Cooper Industries public limited company. Cooper Parent was
incorporated in Ireland as a public limited company on June 4, 2009 with company registration
number 471954. Cooper Parents fiscal year ends on December 31 and Cooper Parents registered
address is 5 Fitzwilliam Square, Dublin 2, Ireland.
Duration; Dissolution; Rights upon Liquidation
Cooper Parents duration is unlimited. Cooper Parent may be dissolved at any time by way of
either a shareholders voluntary winding up or a creditors voluntary winding up. In the case of a
shareholders voluntary winding up, the consent of not less than 75% of the votes of the
shareholders of Cooper Parent cast at a general meeting is required. Cooper Parent may also be
dissolved by way of court order on the application of a creditor, or by the Companies Registration
Office as an enforcement measure where Cooper Parent has failed to file certain returns.
The rights of the shareholders to a return of Cooper Parents assets on dissolution or winding
up, following the settlement of all claims of creditors, may be prescribed in Cooper Parents
articles of association or the terms of any preferred shares issued by the directors of Cooper
Parent from time to time. The holders of preferred shares in
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particular may have the right to
priority in a dissolution or winding up of Cooper Parent. If the articles of association
contain no specific provisions in respect of a dissolution or winding up then, subject to the
priorities of any creditors, the assets will be distributed to shareholders in proportion to the
paid-up par value of the shares held. Cooper Parents articles provide that the preferred shares
may be entitled to such rights upon the dissolution of, or upon any distribution of the assets of,
Cooper Parent, as the directors will fix at the time of issuance.
Uncertificated Shares
Holders of ordinary shares of Cooper Parent do not have the right to require Cooper Parent to
issue certificates for their shares. Cooper Parent will only issue uncertificated ordinary shares,
but retains the right to issue certificates at its sole discretion.
Stock Exchange Listing
Cooper Parents ordinary shares are listed on the NYSE under the symbol CBE.
No Sinking Fund
The ordinary shares have no sinking fund provisions.
No Liability for Further Calls or Assessments
All of our issued shares have been duly and validly issued and fully paid.
Transfer and Registration of Shares
Cooper Parents share register is maintained by its transfer agent. Registration in this share
register is determinative of membership in Cooper Parent. A shareholder of Cooper Parent who holds
shares beneficially is not the holder of record of such shares. Instead, the depository (for
example, Cede & Co., as nominee for DTC) or other nominee is the holder of record of such shares.
Accordingly, a transfer of shares from a person who holds such shares beneficially to a person who
also holds such shares beneficially through the same depository or other nominee will not be
registered in Cooper Parents share register, as the depository or other nominee will remain the
record holder of such shares.
A duly stamped written instrument of transfer is required under Irish law in order to register
on Cooper Parents official share register any transfer of shares (a) from a person who holds such
shares directly to any other person, (b) from a person who holds such shares beneficially to a
person who holds such shares directly, or (c) from a person who holds such shares beneficially to
another person who holds such shares beneficially where the transfer involves a change in the
depository or other nominee that is the record owner of the transferred shares. An instrument of
transfer also is required for a shareholder who directly holds shares to transfer those shares into
his or her own broker account (or vice versa). Such instruments of transfer may give rise to Irish
stamp duty. Where such stamp duty arises, it must be paid in order to have the instrument of
transfer duly stamped prior to registration of the transfer on Cooper Parents official Irish share
register. A person wishing to acquire shares directly may need to purchase the shares through a
broker account and then transfer such shares into his or her own name.
We pay (or cause one of our subsidiaries to pay) and currently plan to continue to pay (or
cause one of our subsidiaries to pay) stamp duty in connection with share transfers made in the
ordinary course of trading by a seller who holds shares directly to a buyer who holds the acquired
shares beneficially through brokers who in turn hold those shares through DTC. In other cases
Cooper Parent may, in its absolute discretion, pay (or cause one of its subsidiaries to pay) any
stamp duty. Cooper Parents articles of association provide that, in the event of any such payment,
Cooper Parent (a) may seek reimbursement from the buyer or seller, at its discretion, (b) may
set-off the stamp duty against any dividends payable to the buyer or seller, at its discretion, of
those shares and (c) may claim a first and permanent lien on the Cooper Parent shares on which
stamp duty has been paid by Cooper Parent or its subsidiary for the amount of stamp duty paid.
Cooper Parents lien shall extend to all dividends paid on those shares. Parties to a share
transfer may assume that any stamp duty arising in respect of a transaction in Cooper Parent shares
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has been paid unless one or both of such parties is otherwise notified by Cooper Parent.
Alternatively, Cooper Parents articles of association provide that the board may implement a mechanism in respect
of the sale of shares either by or to a shareholder who holds them directly, so that the sale is
effected by way of a redemption of the shares of the seller that are the subject of the sale and a
new issue of an equal number of shares to the buyer.
Cooper Parents articles of association delegate to Cooper Parents Secretary or Assistant
Secretary the authority to execute an instrument of transfer on behalf of a transferring party. In
order to help ensure that the official share register is regularly updated to reflect trading of
Cooper Parent shares occurring through normal electronic systems, we regularly produce, and intend
to continue regularly producing, any required instruments of transfer in connection with any
transactions for which we pay stamp duty (subject to the reimbursement and set-off rights described
above). In the event that we notify one or both of the parties to a share transfer that we believe
stamp duty is required to be paid in connection with such transfer and that we will not pay such
stamp duty, such parties may either themselves arrange for the execution of the required instrument
of transfer (and may request a form of instrument of transfer from Cooper Parent for this purpose)
or request that Cooper Parent execute an instrument of transfer on behalf of the transferring party
in a form determined by Cooper Parent. In either event, if the parties to the share transfer have
the instrument of transfer duly stamped (to the extent required) and then provide it to Cooper
Parents transfer agent, the transferee will be registered as the legal owner of the relevant
shares on Cooper Parents official Irish share register (subject to the matters described below).
The board of directors of Cooper Parent may decline to recognize any instrument of transfer
unless the instrument of transfer is in respect of one class of share only.
The registration of transfers may be suspended by the directors at such times and for such
period, not exceeding in the whole 30 days in each year, as the directors may from time to time
determine.
Election of Directors
The Irish Companies Acts provide for a minimum of two directors. Cooper Parents articles of
association provide for a minimum of seven directors and a maximum of thirteen. The directors are
divided into three classes, designated Class I, Class II and Class III. Each class shall consist,
as nearly as possible, of one-third of the total number of directors constituting the entire board.
The initial division of the board into classes was the same as the classes for the directors of
Cooper Industries, Ltd. immediately prior to the completion of the Transaction. The current term of
the Class I directors terminates on the date of the 2013 annual general meeting; the term of the
initial Class II directors terminates on the date of the 2011 annual general meeting; and the term
of the initial Class III directors terminates on the date of the 2012 annual general meeting. At
each annual general meeting of members, successors to the class of directors whose term expires at
that annual general meeting shall be elected for a three-year term. If the number of directors is
changed, any increase or decrease shall be apportioned among the classes so as to maintain the
number of directors in each class as nearly equal as possible. In no case will a decrease in the
number of directors shorten the term of any incumbent director. A director shall hold office until
the annual general meeting for the year in which his or her term expires and until his or her
successor shall be elected and shall qualify, subject, however, to prior death, resignation,
retirement, disqualification or removal from office.
Directors are elected by ordinary resolution at a general meeting. Irish law requires majority
voting for the election of directors, which could result in the number of directors falling below
the minimum prescribed by the articles due to the failure of nominees to be elected. Accordingly,
Cooper Parents articles of association provide that if, at any general meeting of shareholders,
the number of directors is reduced below the minimum prescribed by the articles of association due
to the failure of any persons nominated to be directors to be elected, then in those circumstances,
the nominee or nominees who receive the highest number of votes in favor of election shall be
elected in order to maintain such prescribed minimum number of directors and each such director
shall remain a director (subject to the provisions of the Irish Companies Acts and the articles)
only until the conclusion of the next annual general meeting of Cooper Parent unless such director
is elected by the shareholders during such meeting.
Vacancies on Board of Directors
Any vacancy on the board of directors, including a vacancy that results from an increase in
the number of directors or from the death, resignation, retirement, disqualification or removal of
a director, shall be deemed a
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casual vacancy. Subject to the terms of any one or more classes or series of preferred shares,
any casual vacancy may be filled by decision of a majority of the board then in office, provided
that a quorum is present.
Any director of any class elected to fill a vacancy resulting from an increase in the number
of directors of such class shall hold office for a term that shall coincide with the remaining term
of that class. Any director elected to fill a vacancy not resulting from an increase in the number
of directors shall have the same remaining term as that of his or her predecessor. Subject to Irish
law and the articles of association, during any vacancy in the board of directors, the remaining
directors shall have full power to act as the board of directors of Cooper Parent.
Removal of Directors
The Irish Companies Acts provide that notwithstanding anything contained in the articles of
association of a company or in any agreement between that company and a director, the shareholders
may by an ordinary resolution remove a director from office before the expiration of his or her
term. Because of this provision of the Irish Companies Acts, the articles of association of Cooper
Parent provide that Cooper Parent may, by ordinary resolution, remove any director before the
expiration of his period of office notwithstanding anything in any agreement between Cooper Parent
and the removed director.
Board and Committee Composition; Management
The articles of association of Cooper Parent provide that the board of directors at any time
may elect from its number an executive committee and other committees, each of which shall consist
of not less than three directors. Each member of each such committee shall hold office at the
pleasure of the board and may be removed by the board at any time with or without cause. Vacancies
occurring in the committees may be filled by the board. Except as the executive committees powers
and duties may be limited or otherwise prescribed by the board, the executive committee, during the
intervals between the meetings of the board, shall possess and may exercise all of the powers of
the board in the management and control of the business and property of Cooper Parent; and other
committees shall have such powers of the board as shall be from time to time delegated to them by
the board; provided, however, that no committee shall be empowered to elect directors to fill
vacancies among the directors or on any committee of the directors.
Duties of the Board of Directors
The directors of Cooper Parent have certain statutory and fiduciary duties. All of the
directors have equal and overall responsibility for the management of Cooper Parent (although
directors who also serve as employees have additional responsibilities and duties arising under
their employment arrangements and are expected to exercise a greater degree of skill and diligence
than non-executive directors). The principal directors duties include the common law fiduciary
duties of good faith and exercising due care and skill. The statutory duties include ensuring the
maintenance of proper books of account, having annual accounts prepared, having an annual audit
performed, the duty to maintain certain registers and make certain filings as well as disclosure of
personal interests. Particular duties also apply to directors of insolvent companies (for example,
the directors could be liable to sanctions where they are deemed by the court to have carried on
the business of Cooper Parent while insolvent, without due regard to the interests of creditors).
For public limited companies like Cooper Parent, directors are under a specific duty to ensure that
the secretary is a person with the requisite knowledge and experience to discharge the role.
Indemnification of Directors and Officers; Insurance
Cooper Parents articles of association confer an indemnity on its directors and Secretary
only in the limited circumstances permitted by the Irish Companies Acts. The Irish Companies Acts
prescribe that such an indemnity only permits a company to pay the costs or discharge the liability
of a director or the secretary where judgment is given in any civil or criminal action in respect
of such costs or liability, or where an Irish court grants relief because the director or secretary
acted honestly and reasonably and ought fairly to be excused. This restriction does not apply to
executives who are not directors or the Secretary of Cooper Parent. Any provision which seeks to
indemnify a director or secretary of an Irish company over and above this shall be void under Irish
law, whether contained in its articles of association or any contract between the director or
secretary and Cooper Parent.
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In addition, Cooper Parents articles of association provide that Cooper Parent shall
indemnify any current or former executive of Cooper Parent (excluding any directors or Secretary)
or any person who is serving or has served at the request of Cooper Parent as a director, executive
or trustee of another company, joint venture, trust or other enterprise against expenses, including
attorneys fees, judgements, fines, and amounts paid in settlement actually and reasonably incurred
by him or her in connection with any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, other than an action by or in the right
of Cooper Parent, to which he or she was, is, or is threatened to be made a party by reason of the
fact that he or she is or was such a director, executive or trustee, provided always that such
indemnity shall not extend to any matter which would render it void pursuant to the Irish Companies
Acts. In the case of any threatened, pending or completed action, suit or proceeding by or in the
right of Cooper Parent, Cooper Parent shall indemnify each such person against expenses, including
attorneys fees, actually and reasonably incurred in connection with the defense or the settlement
thereof, except no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for fraud or dishonesty in the performance
of his or her duty to Cooper Parent unless and only to the extent that the High Court of Ireland or
the court in which such action or suit was brought shall determine upon application that despite
the adjudication of liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
The directors of Cooper Parent may on a case-by-case basis decide at their discretion that it
is in the best interest of Cooper Parent to indemnify an individual director from any liability
arising from his or her position as a director of Cooper Parent. However, this discretion must be
exercised bona fide in the best interests of Cooper Parent as a whole.
Irish companies may take out directors and officers liability insurance, as well as other
types of insurance, for their directors and officers. Cooper Parent has purchased and maintains a
directors and officers liability policy.
Cooper Industries, Ltd. and Cooper Parent have entered into the Director and Secretary
indemnification agreements with each of the directors and the Secretary of Cooper Parent, and
Cooper Industries, Ltd. and Cooper Parent have entered into the Officer indemnification agreements
with each of the executives of Cooper Parent (other than the directors and the Secretary).
Limitation on Director Liability
Under Irish law, a company may not exempt its directors from liability for negligence or a
breach of duty. However, where a breach of duty has been established, directors may be statutorily
exempted by an Irish court from personal liability for negligence or breach of duty if, among other
things, the court determines that they have acted honestly and reasonably, and that they may fairly
be excused as a result.
Conflicts of Interest
As a matter of Irish law, a director is under a general fiduciary duty to avoid conflicts of
interest. Directors who have a personal interest in a proposed transaction or arrangement with
Cooper Parent are required to declare the nature of their interest, whether direct or indirect, at
a meeting of the directors of Cooper Parent. Cooper Parent is required to maintain a register of
such declared interests which must be available for inspection by the shareholders. Although Irish
law and Cooper Parents articles of association would not prohibit such director from participating
in any vote in relation to such proposed transaction or arrangement following such disclosure, he
or she would be prohibited from doing so pursuant to the policy on conflicts of interest that
Cooper Parent adopted in connection with the Transaction. The fiduciary duty of a director to avoid
conflicts of interest also extends to not making personal profit from opportunities that result
from directorship.
Shareholders Suits
In Ireland, the decision to institute proceedings is generally taken by a companys board of
directors who will usually be empowered to manage the companys business. In certain limited
circumstances, a shareholder may be entitled to bring a derivative action on behalf of Cooper
Parent. The central question at issue in deciding whether
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a minority shareholder may be permitted to bring a derivative action is whether, unless the
action is brought, a wrong committed against Cooper Parent would otherwise go un-redressed.
The principal case law in Ireland indicates that to bring a derivative action a person must
first establish a prima facie case (1) that the company is entitled to the relief claimed and (2)
that the action falls within one of the five exceptions derived from case law, as follows:
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Where an ultra vires or illegal act is perpetrated. |
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Where more than a simple majority is required to ratify the wrong complained of. |
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Where the shareholders personal rights are infringed. |
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Where a fraud has been perpetrated upon a minority by those in control. |
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Where the justice of the case requires a minority to be permitted to institute
proceedings. |
The shareholders of Cooper Parent may also bring proceedings against Cooper Parent where the
affairs of Cooper Parent are being conducted, or the powers of the directors are being exercised,
in a manner oppressive to the shareholders or in disregard of their interests. Oppression connotes
conduct which is burdensome, harsh or wrong. The conduct must relate to the internal management of
Cooper Parent. This is an Irish statutory remedy and the court can grant any order it sees fit,
usually providing for the purchase or transfer of the shares of any shareholder.
Shareholder Consent to Action Without Meeting
The Irish Companies Acts provide that shareholders may approve a resolution without a meeting
if (a) all shareholders sign the written resolution and (b) the companys articles of association
permit written resolutions of shareholders. Cooper Parents articles of association provide
shareholders with the right to take action by unanimous written consent as permitted by Irish law.
Record Dates for Shareholder Meetings
Cooper Parents articles of association provide for the board to fix a record date for the
purpose of determining the shareholders entitled to: (a) notice of and/or to vote at any general
meeting of Cooper Parent or any adjournment or postponement thereof; (b) consent to corporate
action in writing without a general meeting of the company; (c) receive payment of any dividend or
other distribution or allotment of rights; (d) exercise any rights in respect of any change,
conversion or exchange of shares; or (e) for the purpose of any other action permitted by law. If
no record date is fixed, the record date for determining shareholders for any such purpose shall be
at the close of the business day on which the board adopts the resolution relating thereto.
Director Nominations; Proposals of Shareholders
Cooper Parents articles of association provide that at any annual general meeting, only such
business shall be conducted as shall have been properly brought before the meeting: by or at the
direction of the board of directors; or by any shareholder who complies with the procedures set
forth in Cooper Parents articles of association. For business to be properly brought before an
annual general meeting by a shareholder, the shareholder must have given timely notice thereof in
proper written form to Cooper Parents Secretary and satisfied the requirements under applicable
rules promulgated by the SEC or the NYSE or any other exchange on which the Cooper Parents
securities are traded.
To be timely for consideration at the annual general meeting, a shareholders notice must be
received by the Secretary of Cooper Parent not less than 45 calendar days, or such greater length
of time as permitted by appropriate rules of the SEC, in advance of the anniversary of the date
that Cooper Parents proxy statement was released to shareholders in connection with the previous
years annual general meeting.
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To be in proper written form, a shareholders notice to the Secretary must set forth as to
each matter such shareholder proposes to bring before the annual general meeting: (a) a brief
description of the business desired to be brought before the annual general meeting and the reasons
for conducting such business at the annual general meeting, (b) the name and record address of such
shareholder, (c) the class or series and number of shares of Cooper Parent which are owned
beneficially or of record by such shareholder, (d) a description of all arrangements or
understandings between such shareholder and any other person or persons (including their names) in
connection with the proposal of such business by such shareholder and any material interest of such
shareholder in such business, and (e) a representation that such shareholder intends to appear in
person or by proxy at the annual general meeting to bring such business before the meeting. To be
in proper written form, a shareholders notice to the Secretary regarding nomination of any person
for election to the board of directors must also set forth as to each person whom the shareholder
proposes to nominate for election as a director: (a) the name, age, business address and residence
address of the person, (b) the principal occupation or employment of the person, (c) the class or
series and number of shares of Cooper Parent which are owned beneficially or of record by the
person, and (d) any other information relating to the person that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with solicitations of
proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be accompanied by a written consent of each
proposed nominee to being named as a nominee and to serve as a director if elected.
The articles of association of Cooper Parent provide that, except as provided by law, at an
extraordinary general meeting, only such business shall be conducted as shall have been specified
in the notice of meeting (or any supplement thereto) given by or at the direction of the board. In
addition, the Irish Companies Acts provide that shareholders holding not less than 10% of the total
voting rights may call an extraordinary general meeting for the purpose of considering director
nominations or other proposals, as described above under General Meetings of Shareholders.
Adjournment of Shareholder Meetings
Cooper Parents articles of association provide that at any meeting duly called at which a
quorum is present, the holders of a majority of the voting shares represented thereat may adjourn
such meeting from time to time without notice other than by announcement of the chairman of the
meeting. Cooper Parents articles of association also provide that any meeting duly called at which
a quorum is not present shall be adjourned and Cooper Parent shall provide a valid notice in the
event that such meeting is to be reconvened.
Amendment of Governing Documents
Irish companies may only alter their memorandum and articles of association by the passing of
a special resolution. In general the articles of association would typically be altered, changed,
or amended, or superseded by new articles, in whole or in part, on the recommendation of the board
of directors, and would be subject to approval by special resolution of shareholders at an annual
or extraordinary general meeting called for such purpose or without a meeting by the written
consent of all of the holders of record of shares of Cooper Parent. The affirmative vote of the
holders of at least 80% of Cooper Parents voting power on the relevant record date shall be
required to alter, amend or repeal certain provisions of the articles of association, including
those governing the number, election and term of directors. An 80% shareholder vote also generally
is required to amend, change or repeal the articles described above under Anti-Takeover
Provisions Business Combinations with Related Persons, unless two-thirds (2/3) of the
Continuing Directors recommend such amendment, change or repeal to shareholders, in which case a
special resolution of shareholders of Cooper Parent on the relevant record date shall be required.
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DESCRIPTION OF DEPOSITARY SHARES
The following summarizes briefly the material provisions of the deposit agreement and the
depositary shares and depositary receipts. You should read the particular terms of any depositary
shares and any depositary receipts that are offered by us, and any deposit agreement relating to a
particular series of preferred stock, which will be described in more detail in an applicable
prospectus supplement. We will file the form of deposit agreement, including the form of depositary
receipt, as an exhibit to a Current Report on Form 8-K before we issue the depositary shares. As
used in this section only, we, our and us refers to Cooper Industries plc.
General
We may elect to have preferred shares represented by depositary shares. The shares of each
series of preferred shares represented by depositary shares will be deposited under a deposit
agreement between us and a bank or trust company selected by us and having its principal office in
the United States and having a combined capital and surplus of at least $50,000,000. Unless
otherwise specified in the applicable prospectus supplement, the depositary agreement, the
depositary shares and the depositary receipts will be governed by and construed in accordance with
the law of the State of New York. Subject to the terms of the deposit agreement, each owner of a
depositary share will be entitled, proportionately, to all the rights, preferences and privileges
of the preferred share represented by such depositary share (including dividend, voting,
redemption, conversion, exchange and liquidation rights).
The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit
agreement. Depositary receipts will be distributed to those persons purchasing the preferred shares
in accordance with the terms of the offering.
Pending the preparation of definitive depositary receipts, the depositary may, upon our
written order, execute and deliver temporary depositary receipts which are substantially identical
to, and which entitle the holders to all the rights pertaining to, the definitive depositary
receipts. Depositary receipts will be prepared thereafter without unreasonable delay, and temporary
depositary receipts will be exchangeable for definitive depositary receipts at our expense.
Dividends and Other Distributions
The depositary will distribute all cash dividends and other cash distributions received in
respect of the deposited preferred shares to the record holders of depositary shares relating to
the preferred shares, in proportion to the numbers of the depositary shares owned by such holders.
In the event of a non-cash distribution, the depositary will distribute property it receives
to the appropriate record holders of depositary shares. If the depositary determines that it is not
feasible to make a distribution, it may, with our approval, sell the property and distribute the
net proceeds from the sale to the holders.
Redemption of Stock
If a series of preferred shares represented by depositary shares is to be redeemed, the
depositary shares will be redeemed from the proceeds received by the depositary resulting from the
redemption, in whole or in part, of each series of preferred shares held by the depositary. The
depositary shares will be redeemed by the depositary at a price per depositary share equal to the
applicable fraction of the redemption price per share payable in respect of the preferred shares so
redeemed. Whenever we redeem preferred shares held by the depositary, the depositary will redeem,
as of the same date, the number of depositary shares representing preferred shares redeemed. If
fewer than all the depositary shares are to be redeemed, the depositary shares to be redeemed will
be selected by the depositary by lot or pro rata or by any other equitable method as may be
determined by the depositary.
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Withdrawal of Stock
Any holder of depositary shares may, upon surrender of the depositary receipts at the
corporate trust office of the depositary, unless the related depositary shares have previously been
called for redemption, receive the number of whole shares of the related series of preferred shares
and any money or other property represented by the depositary receipts. Holders of depositary
shares making withdrawals will be entitled to receive preferred shares on the basis described in an
applicable prospectus supplement for such series of preferred shares, but holders of whole
preferred shares will not thereafter be entitled to deposit the preferred shares under the deposit
agreement or to receive depositary receipts therefor. If the depositary shares surrendered by the
holder in connection with a withdrawal exceed the number of depositary shares that represent the
number of whole preferred shares to be withdrawn, the depositary will deliver to the holder at the
same time a new depositary receipt evidencing the excess number of depositary shares.
Voting Deposited Preferred Shares
Upon receipt of notice of any meeting at which the holders of any series of deposited
preferred shares are entitled to vote, the depositary will mail the information contained in the
notice of meeting to the record holders of the depositary shares relating to such series of
preferred shares. Each record holder of the depositary shares on the record date, which will be the
same date as the record date for the relevant series of preferred shares, will be entitled to
instruct the depositary as to the exercise of the voting rights pertaining to the amount of the
preferred shares represented by the holders depositary shares.
The depositary will attempt, insofar as practicable, to vote the amount of such series of
preferred shares represented by the depositary shares in accordance with the instructions, and we
will agree to take all reasonable actions that may be deemed necessary by the depositary to enable
the depositary to do so. The depositary will refrain from voting preferred shares to the extent it
does not receive specific instructions from the holder of depositary shares representing the
preferred shares.
Amendment and Termination of the Deposit Agreement
The form of depositary receipt evidencing the depositary shares and any provision of the
deposit agreement may at any time be amended by agreement between us and the depositary. However,
any amendment which materially and adversely alters the rights of the holders of the depositary
shares will not be effective unless the amendment has been approved by the holders of at least a
majority of the depositary shares then outstanding. Every holder of an outstanding depositary
receipt at the time any amendment becomes effective, or any transferee of the holder, will be
deemed, by continuing to hold the depositary receipt, or by reason of the acquisition thereof, to
consent and agree to the amendment and to be bound by the deposit agreement as amended thereby. The
deposit agreement may be terminated by us or the depository only after:
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all outstanding depositary shares have been redeemed; or |
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a final distribution in respect of the preferred shares has been made to the holders
of depositary shares in connection with any liquidation, dissolution or winding up of
Cooper Parent. |
Charges of Depositary
We will pay all transfer and other taxes and governmental charges arising solely from the
existence of the depositary arrangements. We will pay all charges of the depositary in connection
with the initial deposit of the relevant series of preferred shares and any redemption of the
preferred shares. Holders of depositary receipts will pay other transfer and other taxes and
governmental charges and other charges or expenses as are expressly provided in the deposit
agreement.
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Resignation and Removal of Depositary
The depositary may resign at any time by delivering to us notice of its election to do so, and
we may at any time remove the depositary, any resignation or removal to take effect upon the
appointment of a successor depositary and its acceptance of the appointment. The successor
depositary must be appointed within 60 days after delivery of the notice of resignation or removal
and must be a bank or trust company having its principal office in the United States and having a
combined capital and surplus of at least $50,000,000.
Miscellaneous
The depositary will forward all reports and communications from us which are delivered to the
depositary and which we are required to furnish to the holders of the deposited preferred shares.
Neither we nor the depositary will be liable if we are or it is prevented or delayed by law or
any circumstances beyond our or its control in performing any obligations under the deposit
agreement. Our and its obligations under the deposit agreement will be limited to performance in
good faith of our and its duties under the deposit agreement and neither we nor it will be
obligated to prosecute or defend any legal proceeding in respect of any depositary shares,
depositary receipts or preferred shares unless satisfactory indemnity is furnished. The depositary
and we may rely upon written advice of counsel or accountants, or upon information provided by
holders of depositary receipts or other persons believed to be competent and on documents believed
to be genuine.
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DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
The prospectus supplement that relates to a particular offering of debt securities will
describe the terms of the debt securities offered and the extent to which the following general
provisions do not apply to that particular offering. If the information in the prospectus
supplement differs from this prospectus, you should rely on information in the prospectus
supplement with respect to the particular debt securities being offered,
The following describes the general terms of the debt securities to which any prospectus
supplement may relate. Cooper US may issue debt securities in one or more series. If Cooper US
offers debt securities, it will issue them under an indenture
among Cooper US, as issuer, Cooper Parent, as a Guarantor, and Deutsche Bank Trust Company
Americas, as trustee (the Indenture). The terms of the debt securities include those stated in
the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939,
as amended (the Trust Indenture Act). The trustee, Cooper US, Cooper Parent and any other
Guarantor may enter into supplements to the Indenture from time to time. You can find the
definitions of capitalized terms used in this description under the subheading Certain
Definitions.
We
have filed the form of the Indenture as an exhibit to the registration statement of which this
prospectus is a part. The following description is a summary of the provisions of the Indenture, a
copy of which is available upon request to us at the address set forth under Incorporation of
Certain Documents by Reference. Because it is a summary, it does not contain all of the
information that may be important to you. We urge you to read the entire Indenture because it, and
not this description, defines your rights as a holder of the debt securities.
General
The debt securities will be unsecured obligations of Cooper US and will rank equal in right of
payment with all of its unsecured and unsubordinated debt, unless Cooper US is required by the
covenant described below under Certain Covenants Covenants Limiting Secured Indebtedness to
secure the debt securities. The Indenture does not limit the aggregate principal amount of debt
securities that may be issued under the Indenture, unless Cooper US indicates otherwise in a
prospectus supplement. The Indenture allows Cooper US to issue debt securities of any series up to
the aggregate principal amount that it authorizes.
Cooper US may issue the debt securities in one or more series with the same or various
maturities at par, at a premium or at a discount. Debt securities bearing no interest or interest
at a rate that at the time of issuance is below market rates will be sold at a discount below their
stated principal amount. The discount may be substantial. We will describe federal income tax
consequences and other special considerations applicable to any of these securities in the
applicable prospectus supplement. Unless otherwise provided in the applicable prospectus
supplement, the debt securities will not contain any provisions that may afford holders of the debt
securities protection upon a change in control of Cooper US or any Guarantors or upon a highly
leveraged transaction, whether or not the transaction results in a change in control of Cooper US
or any Guarantors.
A prospectus supplement and a supplemental indenture or authorizing resolutions relating to
any series of debt securities being offered will include specific terms relating to the offering.
The terms will include some or all of the following:
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the designation, aggregate principal amount and authorized denominations of the debt
securities; |
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the percentage of the principal amount at which the debt securities will be issued: |
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the date or dates on which the debt securities will mature: |
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the date or dates on which principal will be payable and whether the debt securities
will be payable on demand on or after any date; |
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the rate or rates per annum at which the debt securities will bear interest, if any,
or the method of determining the rate or rates; |
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the date or dates from which interest, if any, will accrue and the times at which
interest will be payable; |
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provisions for a sinking, purchase or other similar fund, if any; |
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if applicable, the date after which and the price or prices at which the debt
securities may be redeemed; |
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the principal amount of the debt securities that are issued bearing no interest or
below-market interest payable upon declaration of acceleration of the maturity of the
debt securities; |
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any modifications of the events of default, covenants or defeasance provisions
contained in the Indenture pertaining to the debt securities; |
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if applicable, whether such debt securities will have the benefit of a guarantee,
and if so, the identity of the related Guarantors; and |
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any other terms of the debt securities. |
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The following will occur at the office of the trustee in New York, New York: |
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Cooper US will make all principal, premium and interest payments on the debt
securities, unless Cooper US elects to make interest payments by check mailed to the
address of the person entitled to the payment as it appears on the register of holders
of debt securities; |
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the debt securities will be exchangeable for other authorized denominations; and |
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transfers of the debt securities will be registrable. |
Cooper US will issue debt securities only in fully registered form without coupons in
denominations of $1,000 or any integral multiple of $1,000. No service charge will apply to any
transfer or exchange of the debt securities, but Cooper US may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection with the transfer or exchange.
Guarantees
The debt securities will be fully and unconditionally guaranteed by Cooper Parent and, if
specified in the prospectus supplement respecting a series of debt securities, Cooper Industries,
Ltd. and the wholly-owned, indirect subsidiaries of Cooper Parent that are considered the principal
domestic operating subsidiaries in our Energy and Safety Solutions and Electrical Products Group
segments. Such principal domestic operating subsidiaries currently are as follows: Cooper B-Line,
Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Lighting, LLC, Cooper Power Systems,
LLC and Cooper Wiring Devices, Inc. Each guarantee will be an unsecured obligation of the
Guarantor and will rank equal in right of payment with such Guarantors unsecured and
unsubordinated debt, unless such Guarantor is required by the covenant described below under
Certain Covenants Covenants Limiting Secured Indebtedness to secure the guarantee. To the
extent there is more than one Guarantor, the guarantees of such Guarantors will be joint and
several obligations of such Guarantors.
The prospectus supplement will describe any limitations on the maximum amount of any
particular guarantee and the conditions under which such guarantee may be released.
Payment of Additional Amounts
If any taxes, assessments or other governmental charges are imposed by the jurisdiction, other
than the United States, where Cooper Parent or a successor (a Payor) is organized or otherwise
considered to be a resident for tax purposes, any jurisdiction, other than the United States, from
or through which the Payor makes a payment on the debt securities, or, in each case, any political
organization or governmental authority in such jurisdiction
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having the power to tax (the Relevant Tax Jurisdiction) in respect of any payments under the
debt securities, including under a guarantee thereof, the Payor will pay to each holder of debt
securities, to the extent it may lawfully do so, such additional amounts (Additional Amounts) as
may be necessary in order that the net amounts paid to such holder will be not less than the amount
specified in such debt securities to which such holder is entitled; provided, however, the Payor
will not be required to make any payment of Additional Amounts for or on account of:
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any tax, assessment or other governmental charge which would not have been imposed
but for (a) the existence of any present or former connection between such holder (or
between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a
power over, such holder, if such holder is an estate, trust, partnership, limited
liability company or corporation) and the Relevant Tax Jurisdiction including, without
limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder
or possessor) being or having been a citizen or resident of the Relevant Tax
Jurisdiction or being or having been present or engaged in trade or business therein or
having or having had a permanent establishment in the Relevant Tax Jurisdiction or (b)
the presentation of debt securities (where presentation is required) for payment on a
date more than 30 days after (x) the date on which such payment became due and payable
or (y) the date on which payment thereof is duly provided for, whichever occurs later; |
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any estate, inheritance, gift, sales, transfer, personal property or similar tax,
assessment or other governmental charge; |
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any tax, assessment or other governmental charge which is payable otherwise than by
withholding from payment of (or in respect of) principal of, or any interest on, the
debt securities; |
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any tax, assessment or other governmental charge that is imposed or withheld by
reason of the failure by the holder or the beneficial owner of the debt securities to
comply with a request of the Payor addressed to the holder to provide information,
documents or other evidence concerning the nationality, residence or identity of the
holder or such beneficial owner which is required by a statute, treaty, regulation or
administrative practice of the taxing jurisdiction as a precondition to exemption from
all or part of such tax, assessment or other governmental charge; or |
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any combination of the above; |
nor will Additional Amounts be paid with respect to any payment of the principal of, or interest
on, the debt securities to any holder who is a fiduciary or partnership or limited liability
company or other than the sole beneficial owner of such payment to the extent such payment would be
required by the laws of the Relevant Tax Jurisdiction to be included in the income for tax purposes
of a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited
liability company or beneficial owner who would not have been entitled to such Additional Amounts
had it been the holder of such debt securities.
The Payor will provide the trustee with the official acknowledgment of the Relevant Tax
Jurisdiction (or, if the acknowledgment is not available, a certified copy of the acknowledgement)
evidencing the payment of the withholding taxes by the Payor. Copies of such documentation will be
made available to the holders of the debt securities or the paying agent, as applicable, upon
request.
All references in this prospectus to principal of, and interest on, the debt securities will
include any Additional Amounts payable by the Payor in respect of such principal and interest.
Redemption for Changes in Withholding Taxes
Cooper US will be entitled to redeem the debt securities, at its option, at any time as a
whole but not in part, upon not less than 30 nor more than 60 days notice, at 100% of the
principal amount of the debt securities, plus accrued and unpaid interest (if any) to the date of
redemption (subject to the right of holders of record on the relevant record date to receive
interest due on the relevant interest payment date), in the event that the Payor has
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become or would become obligated to pay, on the next date on which any amount would be payable
with respect to the debt securities, any Additional Amounts as a result of:
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a change in or an amendment to the laws (including any regulations promulgated under
such laws) of a taxing jurisdiction, which change or amendment is announced after the
date of the prospectus supplement used in connection with the issuance of the debt
securities; |
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any change in or amendment to any official position regarding the application or
interpretation of such laws or regulations, which change or amendment is announced
after the date of the prospectus supplement used in connection with the issuance of the
debt securities; or |
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any change in or an amendment to any official position regarding the application or
interpretation of, or any execution of or amendment to, any treaty or treaties
affecting taxation to which such taxing jurisdiction is a party, which change or
amendment is announced or execution or amendment occurs, as the case may be, after the
date of the prospectus supplement used in connection with the issuance of the debt
securities; and |
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in each case, the Payor cannot avoid such obligation by taking reasonable measures
available to it. |
Before Cooper US
publishes or mails any notice of redemption of the debt securities as
described above, it will deliver to the trustee an officers certificate to the effect that Payor
cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it
and an opinion of independent legal counsel of recognized standing stating that the Payor would be
obligated to pay Additional Amounts as a result of a change in tax laws or regulations or the
application or interpretation of such laws or regulations.
Certain Covenants
The Indenture contains certain covenants, including, among others, those described below.
Except as set forth below, neither Cooper US nor any Guarantor is restricted by the Indenture from
incurring any type of indebtedness or other obligation, from paying dividends or making
distributions on its capital stock or purchasing or redeeming its capital stock. In addition, the
Indenture does not contain any provisions that would require Cooper US to repurchase or redeem or
otherwise modify the terms of any of the debt securities upon a change in control or other events
involving Cooper US or any Guarantor that may adversely affect the credit rating of the debt
securities.
Covenant Limiting Secured Indebtedness. Neither Cooper Parent nor any Restricted Subsidiary
may create, assume, guarantee or incur any Secured Indebtedness without in any such case
effectively providing concurrently with the creation, assumption, guarantee or incurrence of any
such Secured Indebtedness that the debt securities shall be secured equally and ratably with (or,
at the option of Cooper Parent, prior to) such Secured Indebtedness but only for so long and during
such time as (i) such Secured Indebtedness shall exist and be secured by a Lien upon property
(including shares or Indebtedness issued by any Restricted Subsidiary) owned by Cooper Parent or
any Restricted Subsidiary and (ii) the aggregate of all Secured Indebtedness not secured solely by
Liens described in the bullet points below and all Attributable Debt (with some exceptions) exceeds
15% of Consolidated Tangible Assets. However, this limitation does not apply to the following
types of Secured Indebtedness:
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Liens on property (including shares or Indebtedness) which is not a Principal
Property; |
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Liens on property (including shares or Indebtedness) of any entity existing at the
time it becomes a Restricted Subsidiary or arising thereafter pursuant to contractual
commitments entered into prior to and not in contemplation of such corporations
becoming a Restricted Subsidiary; |
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Liens on property (including shares or Indebtedness) existing at the time of
acquisition of the property by Cooper Parent or a Restricted Subsidiary; |
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Liens to secure the payment of all or any part of the purchase price of property
(including shares or Indebtedness) created upon the acquisition of such property by
Cooper Parent or a Restricted |
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Subsidiary, and Liens to secure any Secured Indebtedness incurred by Cooper Parent or a
Restricted Subsidiary prior to, at the time of, or within one year after the later of
the acquisition, the completion of construction (including any improvements, alterations
or repairs to existing property) or the commencement of commercial operation of the
property, which Secured Indebtedness is incurred for the purpose of financing all or any
part of the purchase price or construction of improvements, alterations or repairs;
provided, however, that in the case of any such acquisition, construction or
improvement, alteration or repair, the Lien shall not apply to any property theretofore
owned by Cooper Parent or a Restricted Subsidiary, other than, in the case of any such
construction or improvement, any theretofore unimproved real property or portion thereof
on which the property so constructed, or the improvement, is located and any other
property not then constituting a Principal Property; |
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Liens securing Secured Indebtedness of any Restricted Subsidiary owing to Cooper
Parent or to another Restricted Subsidiary; |
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Liens on property of any entity existing at the time it is merged or consolidated
with Cooper Parent or a Restricted Subsidiary or at the time of a sale, lease or other
disposition of the properties of any entity as an entirety or substantially as an
entirety to Cooper Parent or a Restricted Subsidiary or arising thereafter pursuant to
contractual commitments entered into by such corporation prior to and not in
contemplation of such merger, consolidation, sale, lease or other disposition; |
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Liens on property of Cooper Parent or a Restricted Subsidiary in favor of
governmental authorities or any trustee or mortgagee acting on behalf, or for the
benefit, of any governmental authorities to secure partial, progress, advance or other
payments pursuant to any contract or statute or to secure any Indebtedness incurred for
the purpose of financing all or any part of the purchase price or the cost of
construction of the property subject to the Liens (including without limitation Liens
incurred in connection with pollution control, industrial revenue or similar
financings), and any other Liens incurred or assumed in connection with the issuance of
industrial revenue bonds or private activity bonds the interest of which is exempt from
federal income taxation under Section 103(b) of the Internal Revenue Code; |
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Liens upon property (including shares or Indebtedness issued by any Restricted
Subsidiary) owned by Cooper Parent or any Restricted Subsidiary existing on the first
date on which a debt security is authenticated by the trustee under the Indenture; and |
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certain extensions, renewals or replacements of any Lien referred to in the above
list. |
Covenant Limiting Sale and Leaseback Transactions. Neither Cooper Parent nor any Restricted
Subsidiary may enter into any Sale and Leaseback Transaction covering any Principal Property of
Cooper Parent or any Restricted Subsidiary, unless:
(A) the sum of the following does not exceed 15% of Consolidated Tangible Assets:
(1) the Attributable Debt outstanding pursuant to such Sale and Leaseback
Transaction:
(2) all Attributable Debt outstanding pursuant to all other Sale and Leaseback
Transactions entered into by Cooper Parent or any Restricted Subsidiary after the
first date on which a debt security is authenticated by the trustee under the
Indenture, except for Sale and Leaseback Transactions of a Restricted Subsidiary
entered into prior to becoming a Restricted Subsidiary; and
(3) the aggregate amount of all Secured Indebtedness, except Secured
Indebtedness outstanding permitted under Covenant Limiting Secured Indebtedness
above; or
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(B) an amount equal to the greater of the following is applied to retirement of Funded
Debt within one year after the consummation of such Sale and Leaseback Transaction:
(1) the net proceeds to Cooper Parent or Restricted Subsidiary pursuant to the
Sale and Leaseback Transaction, or
(2) the fair market value of the property so leased as determined by the Board
of Directors of Cooper Parent (in the case of clause (1) or (2), after repayment of,
or otherwise taking into account, as the case may be, the amount of any Secured
Indebtedness secured by a Lien encumbering the property which Secured Indebtedness
existed immediately prior to the Sale and Leaseback Transaction).
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However, this limitation does not apply to any Sale and Leaseback Transaction: |
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entered into in connection with the issuance of industrial revenue or private
activity bonds the interest of which is exempt from federal income taxation under
Section 103(b) of the Internal Revenue Code; |
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if Cooper Parent or a Restricted Subsidiary applies an amount equal to the net
proceeds, after repayment of any Secured Indebtedness secured by a Lien encumbering the
Principal Property which Secured Indebtedness existed immediately before the Sale and
Leaseback Transaction, of the sale or transfer of the Principal Property leased in the
Sale and Leaseback Transaction to investment (whether for acquisition, improvement,
repair or alteration or construction costs) in another Principal Property within one
year before or after the sale or transfer: |
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entered into by an entity prior to the date it became a Restricted Subsidiary or
arises thereafter pursuant to contractual commitments entered into by such entity prior
to and not in contemplation of such entitys becoming a Restricted Subsidiary; or |
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entered into by an entity prior to the time it was merged or consolidated with
Cooper Parent or a Restricted Subsidiary or prior to the time of a sale, lease or other
disposition of the properties of such entity as an entirety or substantially as an
entirety to Cooper Parent or a Restricted Subsidiary or arises thereafter pursuant to
contractual commitments entered into by such entity prior to and not in contemplation
of any such merger, consolidation, sale, lease or transfer. |
Certain Definitions. Certain terms used in this description are defined in the Indenture as
follows:
Attributable Debt means the present value (discounted in accordance with a method of
discounting which for financial reporting purposes is consistent with generally accepted
accounting principles) of the rental payments during the remaining term of any Sale and
Leaseback Transaction for which the lessee is obligated (including any period for which such
lease has been extended), such rental payments not to include amounts payable by the lessee
for maintenance and repairs, insurance, taxes, assessments and similar charges and for
contingent rents (such as those based on sales). In case of any Sale and Leaseback
Transaction that is terminable by the lessee upon the payment of a penalty, such rental
payments shall also include such penalty, but no rent shall be considered as required to be
paid under such lease subsequent to the first date upon which it may be so terminated.
Board of Directors means the Board of Directors of Cooper US or a Guarantor, or any
committee of such Board of Directors, or any committee of officers of such entity, duly
authorized to take any action under the Indenture.
Consolidated Tangible Assets means, as of any date, the total amount of assets of
Cooper Parent and its Subsidiaries on a consolidated basis at the end of the fiscal quarter
immediately preceding that date, as determined under generally accepted accounting
principles, less: (a) Intangible Assets and (b) appropriate adjustments on account of
minority interests of other persons holding equity investments in Subsidiaries, in the case
of each of clauses (a) and (b) above as reflected on the consolidated balance sheet
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of Cooper Parent and its Subsidiaries at the end of the fiscal quarter immediately
preceding that date.
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any Indebtedness maturing by its terms more than one year from the date
of its issuance, including any Indebtedness renewable or extendible at the
option of the obligor to a date later than one year from the date of its
original issuance, excluding any portion of Indebtedness which is included in
current liabilities: and |
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any Indebtedness which may be payable from the proceeds of Funded Debt
as defined above under the terms of the Funded Debt. |
Indebtedness of any entity means all indebtedness for money borrowed which is
created, assumed, incurred or guaranteed in any manner by such entity or for which such
entity is otherwise responsible or liable.
Intangible Assets means all goodwill, patents, trademarks, service marks, trade
names, copyrights, and all other items that would be treated as intangibles on the
consolidated balance sheet of Cooper Parent and its Subsidiaries prepared under generally
accepted accounting principles.
Lien means any mortgage, pledge, security interest, lien, charge or other
encumbrance.
Principal Property means (1) any manufacturing plant located in the continental
United States, or manufacturing equipment located in any such manufacturing plant (together
with the land on which such plant is erected and fixtures comprising a part of such plant),
owned or leased on the first date on which a debt security is authenticated by the trustee
or thereafter acquired or leased by Cooper Parent or any Restricted Subsidiary, other than
(a) any property that the Board of Directors of Cooper Parent determines is not of material
importance to the total business conducted, or assets owned, by Cooper Parent and its
Subsidiaries, as an entirety; or (b) any portion of any such property that the Board of
Directors of Cooper Parent determines not to be of material importance to the use or
operation of such property; and (2) any shares or Indebtedness issued by any Restricted
Subsidiary. Manufacturing plant does not include any plant owned or leased jointly or in
common with one or more persons other than Cooper Parent and its Restricted Subsidiaries in
which the aggregate interest of Cooper Parent and its Restricted Subsidiaries does not
exceed 50%. Manufacturing equipment means manufacturing equipment in such manufacturing
plants used directly in the production of Cooper Parent or any Restricted Subsidiarys
products and does not include office equipment, computer equipment, rolling stock and other
equipment not directly used in the production of Cooper Parent or any Restricted
Subsidiarys products.
Restricted Subsidiary means Cooper US, the subsidiary guarantors and any other
Subsidiary substantially all the property of which is located within the continental United
States, other than:
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a Subsidiary primarily engaged in financing, including, without
limitation, lending on the security of, purchasing or discounting (with or
without recourse) receivables, leases, obligations or other claims arising from
or in connection with the purchase or sale of products or services; |
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a Subsidiary primarily engaged in leasing or insurance; |
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a Subsidiary included in the Tools segment; or |
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a Subsidiary primarily engaged in financing Cooper Parents or any
Restricted Subsidiarys operations outside the continental United States. |
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Sale and Leaseback Transaction means any arrangement with any person providing for
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leasing by Cooper Parent or any Restricted Subsidiary of any Principal Property of
Cooper Parent or any Restricted Subsidiary whether the Principal Property is now owned or
hereafter acquired, which Principal Property has been or is to be sold or transferred by
Cooper Parent or the Restricted Subsidiary to such person. However, the following shall not
be Sale and Leaseback Transactions: |
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leases for a term of not more than three years; |
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leases between Cooper Parent and a Restricted Subsidiary or between
Restricted Subsidiaries; and |
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leases of property executed prior to, at the time of, or within one year
after the later of, the acquisition, the completion of construction, including
any improvements or alterations on real property, or the commencement of
commercial operation, of the property. |
Secured Indebtedness of any entity means Indebtedness secured by any Lien upon
property (including shares or Indebtedness issued by any Restricted Subsidiary) owned by
Cooper Parent or any Restricted Subsidiary.
Subsidiary
means any entity a majority of the voting shares or comparable voting
interests of which are at the time owned or controlled, directly or indirectly, by Cooper
Parent or by one or more Subsidiaries and which is consolidated in Cooper Parent latest
consolidated financial statements filed with the SEC or provided generally to Cooper Parent
shareholders.
Merger, Consolidation or Sale of Assets
Cooper US may not merge into or consolidate with or convey or transfer its properties and
assets substantially as an entirety to any person unless:
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the successor entity is a corporation organized and existing under the laws of the
United States of America or any state or the District of Columbia; |
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the successor corporation assumes by supplemental Indenture all of the obligations
of Cooper US under the Indenture; and |
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immediately after giving effect to the transaction, no event of default, and no
event which, after notice or lapse of time, or both, would become an event of default,
has occurred and is continuing. |
Cooper Parent may not merge into or consolidate with or convey or transfer its properties
substantially as an entirety to any person unless:
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the successor corporation assumes by supplemental indenture all of Cooper Parents
obligations under the Indenture, including as a Guarantor; and |
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immediately after giving effect to the transaction, no event of default, and no
event which, after notice or lapse of time, or both, would become an event of default,
has occurred and is continuing. |
A subsidiary guarantor may merge into or consolidate with or convey or transfer its assets
substantially as an entirety to Cooper Parent or another Subsidiary if the successor entity assumes
by supplemental indenture all of such subsidiary guarantors obligations as a Guarantor under the
Indenture. Upon the occurrence of these events, such subsidiary guarantor shall be discharged from
liability under the Indenture and the guarantee. Such subsidiary guarantor shall also be
discharged from liability if it ceases to be a Subsidiary or merges into, consolidates with or
transfers its assets to a party other than Cooper Parent or another Subsidiary.
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Events of Default
The following are events of default under the Indenture:
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default for 30 days in payment of any interest on any of the debt securities of such
series when due; |
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default in the payment of principal of, or premium, if any, on any of the debt
securities of such series when due at its stated maturity, when called for redemption,
by declaration or otherwise; |
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default in the making of any payment for a sinking, purchase or similar fund
provided for in respect of such series and continuance of such default for a period of
30 days; |
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default in the performance of any other covenant in the Indenture with respect to
the debt securities for 90 days after notice to Cooper US by the trustee or by holders
of 25% in principal amount of the outstanding debt securities of such series; |
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the guarantee of the debt securities by Cooper Parent ceases to be, or is asserted
in writing by Cooper US or Cooper Parent not to be, in full force and effect or
enforceable in accordance with its terms (except as contemplated or permitted by the
terms of the guarantee or the Indenture); and |
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certain events of bankruptcy, insolvency and reorganization involving Cooper US or
Cooper Parent. |
However, if indicated in the prospectus supplement for a particular series of debt securities,
any of the foregoing events of default may be deleted or modified from that summarized above and
additional events of default may be included. No event of default for a single series of debt
securities constitutes an event of default for any other series of debt securities. If an event of
default described above occurs and is continuing for any series, either the trustee or the holders
of not less than 25% in total principal amount of the debt securities of the series then
outstanding, voting separately as a series, by notice in writing to the Company (and to the Trustee
if given by the holders of debt securities of such series), may declare the principal of all
outstanding debt securities of the series and the accrued interest to be due and payable
immediately. In the case of debt securities issued bearing no interest or below-market interest,
the amount that may be declared due and payable immediately is the portion of the principal
specified in the terms of the debt securities, along with the accrued interest. If an event of
default described in the last bullet above occurs, the principal of all outstanding debt securities
of the series and the related accrued interest shall automatically become due and payable
immediately.
In some cases, the holders of a majority in principal amount of the outstanding debt
securities of a series may on behalf of the holders of all debt securities of the series waive any
past default or event of default for the debt securities of the series or compliance with some
provisions of the Indenture, except, among other things, an uncured default in payment of
principal, premium, if any, or interest, if any, on any of the debt securities of the series.
The trustee must, within 90 days after the occurrence of an event of default with respect to
debt securities of a series, without regard to any grace period or notice requirement, give to the
holders of such debt securities of the series notice of all uncured and unwaived defaults known to
it. Except in the case of default in the payment of principal of or interest on any of the debt
securities of the series, the trustee will be protected in withholding the notice if it in good
faith determines that the withholding of the notice is in the interest of the holders of the debt
securities of the series. The trustee is entitled to be indemnified by the holders of debt
securities before proceeding to exercise any right or power under the Indenture at the request of
holders of the debt securities. The trustees right to indemnification is subject to the duty of
the trustee to act with the required standard of care. Subject to the provisions of the Indenture,
the holders of a majority in principal amount of the outstanding debt securities of any series may
direct the time, method and place of conducting proceedings for remedies available to the trustee
exercising any trust or power conferred on the trustee for the series. Cooper US and Cooper Parent
must file annually with the trustee a certificate of no default or specifying any default that
exists.
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Amendments and Waivers
Cooper US, the Guarantors and the trustee may, without the consent of any holders of debt
securities, amend or supplement the Indenture and enter into supplemental indentures for, among
others, the purposes of:
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adding to the covenants of Cooper US or the Guarantors; |
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adding additional events of default; |
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establishing the form or terms of debt securities; |
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to comply with requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act; |
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to evidence or provide for the acceptance of appointment under the Indenture of a
successor trustee; |
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to provide for the assumption of Cooper USs or a Guarantors obligations of debt
securities in the case of a merger or consolidation or disposition of all or
substantially all of Cooper USs or such Guarantors assets; |
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to add or release Guarantors pursuant to the terms of the Indenture; |
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curing ambiguities or inconsistencies in the Indenture; or |
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making any other provisions about matters or questions arising under the Indenture
if the action does not adversely affect the interests of the holders of any affected
series of debt securities. |
Cooper US, the Guarantors and the trustee may, with the consent of the holders of a majority
in principal amount of the outstanding debt securities of each series to be affected, execute
supplemental indentures adding any provisions to or changing or eliminating any of the provisions
of the Indenture or the debt securities of a series or modifying any of the rights of the holders
of the debt securities of the series to be affected. However, no supplemental indenture may,
without the consent of each holder of debt securities to be affected, among other things:
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change the fixed maturity of the debt securities; |
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reduce the principal amount of the debt securities; |
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reduce the rate or extend the time of payment of interest on the debt securities; |
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change the redemption provisions in any manner that would be adverse to any holder
or adversely affect the right of repayment at the option of any holder; |
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change the coin or currency in which the principal of or interest with respect to
the debt securities are payable; |
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impair the right to institute suit for the enforcement of any payment on or after
the stated maturity of the debt securities or, in the case of redemption, on or after
the redemption date; |
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reduce the percentage of holders of debt securities required to consent to any
supplemental indentures; |
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modify any of the provisions regarding the waiver of past defaults and the waiver of
specified covenants by the holders of debt securities; or |
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modify any of the above provisions. |
Defeasance
Cooper US and the Guarantors may at their option, with respect to debt securities of a series,
(a) be discharged from any and all obligations of the debt securities of such series and related
guarantees, except in each case for some obligations to register the transfer or exchange of such
debt securities, replace stolen, lost or mutilated debt securities, maintain paying agencies and
hold moneys for payment in trust or (b) be released from some restrictive covenants of the
Indenture, including those described above under Certain Covenants, and will not be limited by
any restrictions on merger, consolidation or sales of assets, in each case if Cooper US takes the
following actions while no event of default is continuing with respect to payments due under the
debt securities or certain events of bankruptcy, insolvency or reorganization of Cooper US or a
Guarantor:
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deposits with the trustee, in trust, money, U.S. Government Obligations or Eligible
Obligations or any combination of these that through the payment of interest and
principal under their terms, will provide money in an amount sufficient to pay all the
principal, including any mandatory sinking fund payments, any interest and any premium
on the debt securities of such series on the dates the payments are due under the terms
of the series; and |
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provides to the trustee an opinion of counsel or a ruling from, or published by, the
Internal Revenue Service, that holders of the debt securities of the series will not
recognize income, gain or loss for federal income tax purposes from Cooper USs and the
applicable Guarantors exercise of its or their option and will be required to pay
federal income tax on the same amount and in the same manner and at the same times as
would have been the case if the option had not been exercised. |
In addition, Cooper US and the Guarantors can also obtain a discharge under the Indenture with
respect to the debt securities of a series by depositing with the trustee, in trust, funds
sufficient to pay at maturity or upon redemption all debt securities of the series, provided that
all of the debt securities of the series are by their terms to become due and payable within one
year. No opinion of counsel or ruling from the Internal Revenue Service is required in this case.
U.S. Government Obligations means generally (a) direct obligations of the United States of
America for the payment of which its full faith and credit is pledged or (b) obligations of a
person controlled or supervised by and acting as an agency or instrumentality of the United States
of America the timely payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case, are not callable or redeemable
at the option of the issuer of the obligations.
Eligible Obligations means obligations which, when deposited, cause the debt securities to
be rated in the highest generic long-term debt rating category assigned to legally defeased debt by
one or more nationally recognized rating agencies.
If there is any discharge of the debt securities under the terms of the Indenture described
above, the holders of the discharged debt securities will be able to look solely to the trust fund,
and not to Cooper US or the Guarantors, for payments of principal, any premium and any interest.
The Trustee
Deutsche Bank Trust Company Americas is the trustee under the Indenture. An affiliate of the
trustee is currently a lender under the U.S. committed credit facility available to Cooper Parent
and Cooper US.
Governing Law
The Indenture provides that it, all of the debt securities and the guarantees of all of the
debt securities will be governed by, and construed in accordance with, the laws of the State of New
York.
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Book-Entry Securities
The debt securities offered by this prospectus and any applicable prospectus supplement may be
issued in whole or in part in book-entry form. In that case, beneficial owners of the debt
securities will not receive certificates representing their ownership interests in the debt
securities, except in the event the book-entry system for the debt securities is discontinued.
Debt securities issued in book-entry form will be evidenced by one or more global securities that
will be deposited with, or on behalf of, a depository identified in the applicable prospectus
supplement relating to the debt securities. The Depository Trust Company is expected to serve as
depository. A global debt security may not be transferred except as a whole between the depository
and one or more of its nominees or a successor. Global debt securities may be issued in either
registered or bearer form and in either temporary or permanent form. The specific terms of the
depository arrangement with respect to a class or series of debt securities that differ from the
terms described in this prospectus will be described in the applicable prospectus supplement.
Unless otherwise indicated in the applicable prospectus supplement, we anticipate that the
following provisions will apply to depository arrangements.
Upon the issuance of a global debt security, the depository for the global debt security or
its nominee will credit on its book-entry registration and transfer system the respective principal
amounts of the individual securities represented by the global debt security to the respective
accounts of the beneficial owners of the individual debt securities, who are called participants.
The accounts will be designated by the underwriters, dealers or agents with respect to the debt
securities or by us if we directly offer and sell the debt securities. Ownership of a beneficial
interest in a global debt security will be limited to the depositorys participants and will be
shown on the records maintained by the depository or its nominee. Transfers of that ownership
interest will be effected only through those records. Others may hold a beneficial interest in a
global debt security but only through file ownership of a participant. Ownership and any transfer
of that beneficial ownership will be shown on and effected through records maintained by the
participant. The laws of some states require that certain purchasers of debt securities take
physical delivery of the debt securities in definitive form. These laws may impair the ability to
own, pledge or transfer beneficial interests in a global debt security.
So long as the depository for a global debt security or its nominee is the registered owner of
the global debt security, the depository or nominee, as the case may be, will be considered the
sole owner of the debt securities represented by the global debt security for all purposes under
the applicable instrument defining the rights of a holder of the underlying debt securities. Except
as described below or in the applicable prospectus supplement, participants, or anyone holding
through a participant, will not be entitled to have any of the underlying debt securities
registered in their names, will not receive or be entitled to receive physical delivery of any of
the underlying debt securities in definitive form and will not be considered the owners of the
underlying securities under the applicable instrument defining the rights of the holders of the
underlying debt securities.
Amounts payable with respect to the underlying debt securities will be paid to the depository
or its nominee, as the case may be, as the registered owner of the global debt security. Neither
we, nor any of our officers or directors, nor any paying agent or security registrar for an
individual series of debt securities will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership interests in a global
debt security or for maintaining, supervising or reviewing any records relating to the beneficial
ownership interests.
We expect that the depository for a series of debt securities issued in book-entry form, upon
receipt of any payment of interest, principal, premium (if any) or any other amount in respect of a
global debt security will immediately credit its participants accounts with payments in amounts
proportionate to their respective interests in the global debt security as shown on the records of
the depository or its nominee. We also expect that payments by participants to owners of
beneficial interests in the global debt security held through the participants will be governed by
standing instructions and customary practices, as is the case with debt securities held for the
account of customers in bearer form or registered in street name. Such payments will be the
responsibility of the participants.
If a depository for a series of debt securities is at any time unwilling, unable or ineligible
to continue as depository and a successor depository is not appointed by us within 90 days, we will
issue individual debt securities of that series in exchange for the global debt security
representing the series of debt securities. In addition, we may,
42
at any time and in our sole discretion, subject to any limitations described in the applicable
prospectus supplement relating to the debt securities, determine not to have any debt securities of
a series represented by one or more global debt securities and, in such event, will issue
individual debt securities of the series in exchange for the global debt security or debt
securities representing that series of debt securities.
43
DESCRIPTION OF WARRANTS
We may issue warrants to purchase securities. Warrants may be issued independently or together
with any securities and may be attached to or separate from the securities. The warrants are to be
issued under warrant agreements to be entered into between us and a bank or trust company, as
warrant agent. Unless otherwise specified in the applicable prospectus supplement, the warrant
agreements and the warrants will be governed by and construed in accordance with the law of the
State of New York. The following summarizes briefly the material provisions of the warrant
agreement and warrants. You should read the particular terms of the warrants, which will be
described in more detail in the applicable prospectus supplement. The applicable prospectus
supplement will also state whether any of the general provisions summarized below do not apply to
the warrants being offered. We will file the form of warrant agreement as an exhibit to a Current
Report on Form 8-K before we issue the warrants. As used in this section only, we, our and
us refers to Cooper Industries plc.
The applicable prospectus supplement will describe the following terms of any warrants that we
may issue:
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the title of the warrants; |
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the securities (which may include ordinary shares, preferred shares or depositary shares) for which the warrants are exercisable; |
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the price or prices at which the warrants will be issued; |
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the currency or currencies, including composite currencies or currency units, in
which the price of the warrants may be payable; |
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if applicable, the designation and terms of the ordinary shares, preferred shares or
depositary shares with which the warrants are issued, and the number of the warrants
issued with each ordinary share, each preferred share or each depositary share; |
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if applicable, the date on and after which the warrants and the related ordinary shares, preferred shares or depositary shares will be separately transferable; |
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if applicable, a discussion of any material United States federal income tax
considerations; and |
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any other terms of the warrants, including anti-dilution provisions of the warrants
and procedures and limitations relating to the exchange and exercise of the warrants. |
44
DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS
The following description of share purchase contracts and share purchase units sets forth
certain general terms and provisions of share purchase contracts and share purchase units. This
summary does not contain all of the information that you may find useful. The particular terms of
the share purchase contracts, the share purchase units and, if applicable, the prepaid securities
will be described in the prospectus supplement relating to those securities. For more information,
you should review the share purchase contracts, the collateral arrangements and any depositary
arrangements relating to such share purchase contracts or share purchase units and, if applicable,
the prepaid securities and the document pursuant to which the prepaid securities will be issued,
each of which will be filed as an exhibit to a Current Report on Form 8-K before we issue the share
purchase contracts or share purchase units. As used in this section only, we, our and us
refers to Cooper Industries plc.
We may issue share purchase contracts representing contracts obligating holders to purchase
from us and us to sell to the holders a specified number of ordinary shares or preferred shares at
a future date or dates. The price per share of ordinary share or preferred share may be fixed at
the time the share purchase contracts are issued or may be determined by reference to a specific
formula set forth in the share purchase contracts.
The share purchase contracts may be issued separately or as a part of units, often known as
share purchase units, consisting of a share purchase contract and either
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debt securities of Cooper US; or |
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debt obligations of third parties, including U.S. Treasury securities, |
securing the holders obligations to purchase the ordinary shares or preferred shares under the
share purchase contracts. The share purchase contracts may require us to make periodic payments to
the holders of the share purchase units or vice versa, and such payments may be unsecured or
prefunded on some basis. The share purchase contracts may require holders to secure their
obligations in a specified manner and in certain circumstances we may deliver newly issued prepaid
share purchase contracts, often known as prepaid securities, upon release to a holder of any
collateral securing each holders obligations under the original share purchase contract.
Unless otherwise specified in the applicable prospectus supplement, the share purchase
contracts, the share purchase units and the unit agreements pursuant to which the share purchase
units will be issued will be governed by and construed in accordance with the law of the State of
New York.
45
PLAN OF DISTRIBUTION
We may sell the securities:
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directly to purchasers, or |
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through agents, underwriters or dealers, or |
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through a combination of any of these methods of sale. |
We may distribute the securities from time to time in one or more transactions at a fixed
price or prices, which may be changed, or at market prices prevailing at the time of sale, at
prices related to the prevailing market prices or at negotiated prices.
We may determine the price or other terms of the securities offered under this prospectus by
use of an electronic auction. We will describe how any auction will determine the price or any
other terms, how potential investors may participate in the auction and the nature of the
underwriters obligations in the related supplement to this prospectus.
We may designate agents to solicit offers to purchase the securities from time to time. These
agents may be deemed to be underwriters, as defined in the Securities Act of 1933, involved in the
offer or sale of the securities. The prospectus supplement will name the agents and any
commissions we pay them. Agents may be entitled to indemnification by us against certain
liabilities, including liabilities under the Securities Act of 1933, under agreements between us
and the agents, and the agents or their affiliates may extend credit to or engage in transactions
with or perform services for us in the ordinary course of business. Unless otherwise indicated in
the prospectus supplement, any agent will be acting on a reasonable efforts basis for the period of
its appointment.
If we use any underwriters in the sale of any of the securities, we will enter into an
underwriting agreement with them at the time of sale and the names of the underwriters and the
terms of the transaction will be set forth in the prospectus supplement that the underwriters use
to make resales of the securities. The underwriters may be entitled under the relevant
underwriting agreement to indemnification by us against certain liabilities, including liabilities
under the Securities Act of 1933, and the underwriters or their affiliates may extend credit to or
engage in transactions with or perform services for us in the ordinary course of business.
If we use dealers in the sale of the securities, we will sell the securities to those dealers,
as principal. The dealers may then resell the securities to the public at varying prices to be
determined by them at the time of resale. Dealers may be entitled to indemnification by us against
certain liabilities, including liabilities under the Securities Act of 1933, and the dealers or
their affiliates may extend credit to or engage in transactions with or perform services for us in
the ordinary course of our business.
Cooper Parents ordinary shares are traded on the NYSE. Each series of securities will be a
new issue and, other than our ordinary shares, will have no established trading market. We may
elect to list any series of securities on an exchange, and in the case of the ordinary shares, on
any additional exchange, but, unless otherwise specified in the applicable prospectus supplement,
we will not be obligated to do so. We can give no assurance as to the liquidity of the trading
market for any of the offered securities.
46
LEGAL MATTERS
Certain legal matters under U.S. law in connection with the securities offered by this
prospectus, including their validity, will be passed upon for us by King & Spalding LLP, Atlanta,
Georgia and will be passed upon for any agents, dealers or underwriters by counsel named in the
applicable prospectus supplement. Certain legal matters under Irish law in connection with the
Ordinary Shares and Preferred Shares offered by this prospectus will be passed upon by Arthur Cox, Solicitors.
EXPERTS
The
consolidated financial statements of Cooper Industries plc appearing
in Cooper Industries plcs Current Report on Form 8-K dated
November 8, 2010, for the year ended December 31, 2009 and the
effectiveness of Cooper Industries plcs internal control over
financial reporting as of December 31, 2009 have been audited by
Ernst & Young LLP, independent registered public accounting firm, as
set forth in their reports thereon, included therein, and
incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such
reports given on the authority of such firm as experts in accounting
and auditing.
47
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses (other than underwriting discounts and
commissions) to be incurred by Cooper Parent in connection with the issuance and distribution of
the securities registered under this registration statement.
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Securities and Exchange Commission Registration Fee |
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$ |
* |
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Legal Fees and Expenses |
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$ |
** |
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Accounting Fees and Expenses |
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** |
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Printing and Engraving Expenses |
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** |
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Trustee Fees and Expenses |
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** |
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Rating Agency Fees |
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** |
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Miscellaneous |
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** |
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Total |
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$ |
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* |
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To be deferred pursuant to Rule 456(b) and calculated in connection with the offering of debt
securities under this registration statement pursuant to Rule 457(r). |
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** |
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These fees are calculated based on the securities offered and the number of issuances.
Therefore, these fees cannot be estimated at this time. |
Item 15. Indemnification of Directors and Officers
Cooper Parents articles of association confer an indemnity on its directors and Secretary
only in the limited circumstances permitted by the Irish Companies Acts 1963-2009 (the Irish
Companies Acts). The Irish Companies Acts prescribe that such an indemnity only permits a company
to pay the costs or discharge the liability of a director or the secretary where judgment is given
in any civil or criminal action in respect of such costs or liability, or where an Irish court
grants relief because the director or secretary acted honestly and reasonably and ought fairly to
be excused. This restriction does not apply to executives who are not directors or the Secretary
of Cooper Parent. Any provision which seeks to indemnify a director or secretary of an Irish
company over and above this shall be void under Irish law, whether contained in its articles of
association or any contract between the director or secretary and Cooper Parent.
In addition, Cooper Parents articles of association provide that Cooper Parent shall
indemnify any current or former executive of Cooper Parent (excluding any directors or Secretary)
or any person who is serving or has served at the request of Cooper Parent as a director, executive
or trustee of another company, joint venture, trust or other enterprise against expenses, including
attorneys fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred
by him or her in connection with any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, other than an action by or in the right
of Cooper Parent, to which he or she was, is, or is threatened to be made a party by reason of the
fact that he or she is or was such a director, executive or trustee, provided always that such
indemnity shall not extend to any matter which would render it void pursuant to the Irish Companies
Acts. In the case of any threatened, pending or completed action, suit or proceeding by or in the
right of Cooper Parent, Cooper Parent shall indemnify each such person against expenses, including
attorneys fees, actually and reasonably incurred in connection with the defense or the settlement
thereof, except no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for fraud or dishonesty in the performance
of his or her duty to Cooper Parent unless and only to the extent that the High Court of Ireland or
the court in which such action or suit was brought shall determine upon application that despite
the adjudication of liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
II-1
The directors of Cooper Parent may on a case-by-case basis decide at their discretion
that it is in the best interest of Cooper Parent to indemnify an individual director from any
liability arising from his or her position as a director of Cooper Parent. However, this
discretion must be exercised bona fide in the best interests of Cooper Parent as a whole.
Irish companies may take out directors and officers liability insurance, as well as other
types of insurance, for their directors and officers. Cooper Parent has purchased and maintains a
directors and officers liability policy.
Cooper Parent became the successor issuer to Cooper Industries, Ltd., a Bermuda company
(Cooper-Bermuda) pursuant to a scheme of arrangement under Bermuda law whereby, on September 8,
2009, all of the previously outstanding Class A common shares of Cooper-Bermuda (other than Class A
common shares held by subsidiaries of Cooper-Bermuda) were cancelled and each holder of cancelled
Cooper-Bermuda Class A common shares received ordinary shares of the Company on a one-for-one basis
in respect thereof (the Transaction). In connection with the Transaction, Cooper Parent and its
subsidiary, Cooper-Bermuda, have each entered into deeds of indemnification with each of the
directors and the Secretary of Cooper Parent (the Director Indemnification Agreements) that
provide that Cooper Parent and Cooper-Bermuda will indemnify the indemnitee to the fullest extent
permitted by law against claims related to the indemnitees service as a director of Cooper Parent
(or its predecessor Cooper-Bermuda), except for claims relating to actions by the indemnitee that
are determined by a court to constitute fraud or dishonesty in the performance of his or her
duties. The Director Indemnification Agreement with Cooper-Bermuda also provides that any and all
indemnifiable expenses shall, if so requested by the indemnitee, be paid promptly as they are
incurred, provided that the indemnitee must repay any such expense advance to the extent that the
indemnitee is adjudged by the Supreme Court of Bermuda or the court in which such action was
brought to be liable for fraud or dishonesty in the performance of his or her duties. The Director
Indemnification Agreement with Cooper Parent provides directors certain rights to receive
advancement of indemnifiable expenses at the discretion of Cooper Parent. In the event the
indemnitee receives judgment in his or her favor or the claim against the indemnitee is otherwise
disposed of in a manner that allows Cooper Parent to indemnify the indemnitee under its articles of
association as then in effect, Cooper Parent will provide such indemnification to the indemnitee
and will reimburse Cooper-Bermuda for any indemnification or expense advance previously made by
Cooper-Bermuda in connection with such claim.
In connection with the Transaction, Cooper-Bermuda and Cooper Parent entered into deeds of
indemnification with each of the executives of Cooper Parent (other than the directors and
Secretary) (the Officer indemnification agreements) that provide that Cooper Parent will
indemnify the indemnitee to the fullest extent permitted by law against claims related to the
indemnitees service to Cooper Parent (or to Cooper-Bermuda prior to the Transaction Time), except
for claims relating to actions by the indemnitee that are determined by a court to constitute fraud
or dishonesty in the performance of his or her duties to Cooper Parent or, prior to the Transaction
Time, to Cooper-Bermuda. The Officer indemnification agreements also provide that any and all
indemnifiable expenses shall, if so requested by the indemnitee, be paid promptly as they are
incurred, provided that the indemnitee must repay any such expense advance to the extent that the
indemnitee is adjudged by the High Court of Ireland or the court in which such action was brought
to be liable for fraud or dishonesty in the performance of his or her duties to Cooper Parent or,
prior to the Transaction Time, to Cooper-Bermuda.
Cooper Industries, Ltd. is an exempted company incorporated with limited liability under the
laws of Bermuda. Section 98 of the Bermuda Companies Act of 1981 (the Bermuda Act) provides
generally that a Bermuda company may indemnify its directors, officers and auditors against any
liability which by virtue of Bermuda law otherwise would be imposed on them in respect of any
negligence, default, breach of duty or breach of trust, except in cases where such liability arises
from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to
the company or any subsidiary thereof. Section 98 further provides that a Bermuda company may
indemnify its directors, officers and auditors against any liability incurred by them in defending
any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which
they are acquitted or granted relief by the Supreme Court of Bermuda in certain proceedings arising
under Section 281 of the Bermuda Act. Cooper Industries, Ltd. has adopted provisions in its
Bye-Laws providing that it shall indemnify its officers and directors to the maximum extent
permitted under the Bermuda Act.
Cooper US is a Delaware corporation and an indirect subsidiary of Cooper Parent. Section 145
of the Delaware General Corporation Law contains detailed provisions for indemnification of
directors and officers of
II-2
Delaware corporations against expenses, judgments, fines and settlements in connection with
litigation. As a general matter, Delaware law permits such indemnification if such individuals
acted in good faith, in a manner reasonably believed to be in or not opposed to the best interests
of the company and, with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. The Bylaws of Cooper US, Inc. provide for indemnification
consistent with that permitted by Delaware law.
The applicable laws of Delaware and New York govern the indemnification of the directors and
officers of the subsidiary guarantors, other than Cooper Industries, Ltd. For Cooper B-Line, Inc.
the summary provided in the preceding paragraph applies. For the entity that is organized in New
York, the applicable statutes are similar to the laws of the State of Delaware described in the
paragraph above, although Section 721 of the New York Business Corporation law provides that no
director or officer may be indemnified if a directors or officers acts were committed in bad
faith or were the result of active and deliberate dishonesty and were material to the cause of
action, or if such director or officer personally gained a financial profit or other advantage to
which the director or officer was not legally entitled. For the entities which are Delaware
limited liability companies, Section 18-108 of the Delaware Limited Liability Company Act provides
that, subject to such standards and restrictions, if any, as are set forth in its limited liability
company agreement, a Delaware limited liability company may, and has the power to, indemnify and
hold harmless any member or manager or other person from and against any and all claims and demands
whatsoever. The operating agreement of each of the subsidiary guarantors that is a Delaware
limited liability company provides that such company shall indemnify and hold harmless, and may
advance expenses to each member, director and officer from and against all claims and demands
incurred in connection with the good faith discharge of such individuals obligations under the
agreement.
Item 16. Exhibits
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Exhibit |
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Number |
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Description |
*1.1
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Form of Underwriting Agreement. |
4.1
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Form of Indenture among Cooper US,
Inc., Cooper Industries plc and
Deutsche Bank Trust Company Americas, as trustee. |
4.2
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Second Amended and Restated Rights Agreement, dated September 8, 2009, by and among Cooper
Industries plc, Cooper Industries, Ltd. and Computershare Trust Company, N.A., as Rights
Agent (incorporated by referenced to Exhibit 4.1 to Cooper Industries plcs Form 8-K,
filed on September 9, 2009). |
*4.3
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Form of Deposit Agreement for Depositary Shares. |
*4.4
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Form of Preferred Share Certificate. |
*4.5
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Form of Warrant Agreement. |
*4.6
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Form of Purchase Contract. |
*4.7
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Form of Unit Agreement. |
5.1
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Opinion of King & Spalding LLP. |
5.2
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Opinion of Arthur Cox, Solicitors. |
II-3
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Exhibit |
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Number |
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Description |
12.1
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Statement of Computation of Ratio of Earnings to Fixed Charges (incorporated by reference
to Exhibit 12 to Cooper Industries plcs Quarterly Report on Form 10-Q for the quarter
ended September 30, 2010). |
23.1
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Consent of Ernst & Young LLP. |
23.2
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Consent of King & Spalding LLP (included in Exhibit 5.1 to this Registration Statement). |
23.3
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Consent of Arthur Cox, Solicitors (included in Exhibit 5.2 to this Registration Statement). |
24.1
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Powers of Attorney for Messrs. Hachigian, Klebe, Barta, Taten, Johnson and Helz (included
on the signature pages hereto). |
24.2
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Powers of Attorney for the non-management directors of Cooper Industries plc |
25.1
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Form T-1 Statement of Eligibility under the Trust Indenture Act of Deutsche Bank Trust
Company Americas. |
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* |
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To be filed by amendment or as an exhibit to a document to be incorporated or deemed to be
incorporated by reference in this registration statement. |
Item 17. Undertakings
The undersigned registrants hereby undertake:
(1) |
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To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: |
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(i) |
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to include any prospectus required by Section 10(a)(3) of the Securities Act; |
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(ii) |
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to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering price range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than 20% change in the maximum aggregate offering price set
forth in the Calculation of Registration Fee table in the
effective registration statement; and |
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(iii) |
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to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; |
provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the registration
statement is on Form S-3 and the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the
registrants pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement, or is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the registration statement.
(2) |
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That, for the purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof. |
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(3) |
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To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering. |
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(4) |
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That, for the purpose of determining liability under the Securities Act to any purchaser: |
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(i) |
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Each prospectus filed by the registrants pursuant to Rule
424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and |
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(ii) |
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Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii) or
(x) for the purpose of providing the information
required by Section 10(a) of the Securities Act shall
be deemed to be part of and included in the
registration statement as of the earlier of the date
such form of |
II-4
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prospectus is first used after
effectiveness or the date of the first contract of sale
of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a
new effective date of the registration statement
relating to the securities in the registration
statement to which the prospectus relates, and the
offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof;
provided, however, that no statement made in a
registration statement or prospectus that is part of
the registration statement or made in a document
incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part
of the registration statement will, as to a purchaser
with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made
in the registration statement or prospectus that was
part of the registration statement or made in any such
document immediately prior to such effective date. |
(5) |
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(a) That, for the purpose of determining liability of the
registrants under the Securities Act to any purchaser in the
initial distribution of the securities, the undersigned
registrants undertake that in a primary offering of securities of
the undersigned registrants pursuant to this registration
statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following
communications, each of the undersigned registrants offering
securities will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser: |
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(i) |
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Any preliminary prospectus or prospectus of the undersigned
registrants relating to the offering required to be filed
pursuant to Rule 424; |
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(ii) |
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Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrants or used or referred
to by the undersigned registrants; |
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(iii) |
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The portion of any other free writing prospectus relating to
the offering containing material information about the
undersigned registrants or their securities provided by or on
behalf of the undersigned registrants; and |
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(iv) |
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Any other communication that is an offer in the offering made by
the undersigned registrants to the purchaser. |
(b) The undersigned registrants hereby undertake that, for purposes of determining any
liability under the Securities Act, each filing of Cooper Parents annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrants hereby undertake to supplement the prospectus, after the
expiration of the subscription period, to set forth the results of the subscription offer, the
transactions by the underwriters during the subscription period, the amount of unsubscribed
securities to be purchased by the underwriters, and the terms of any subsequent reoffering
thereof. If any public offering by the underwriters is to be made on terms differing from
those set forth on the cover page of the prospectus, a posteffective amendment will be filed
to set forth the terms of such offering.
(d) The undersigned registrants hereby undertake to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of Section 310 of the
Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Trust Indenture Act.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of the registrants pursuant to the foregoing
provisions, or otherwise, the registrants have been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the registrants of expenses incurred or paid by a director, officer or controlling
person of the registrants in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered,
the appropriate registrants will, unless in the opinion of counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question as to whether
such indemnification is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on November 8,
2010.
|
|
|
|
|
|
COOPER INDUSTRIES PLC
|
|
|
By: |
/s/ Kirk S. Hachigian
|
|
|
|
Kirk S. Hachigian |
|
|
|
Chairman, President, Chief Executive
Officer and Authorized Representative |
|
|
POWER OF ATTORNEY
Messrs. Hachigian, Barta and Johnson whose signatures appear below appoint Bruce M. Taten and
Terrance V. Helz, and each of them, severally, as his or her true and lawful attorney or
attorneys-in-fact and agent or agents, each of whom shall be authorized to act with or without the
other, with full power of substitution and resubstitution, for him or her and in his or her name,
place and stead in his or her capacity as a director or officer, to sign any and all amendments
(including post-effective amendments) to this registration statement, and all documents or
instruments necessary or appropriate to comply with the Securities Act of 1933, as amended, and to
file the same with the Securities and Exchange Commission, with full power and authority to each of
said attorneys-in-fact and agents to do and perform in the name and on behalf of each such director
or officer, or both, as the case may be, each and every act whatsoever that is necessary,
appropriate or advisable in connection with any or all of the above-described matters and to all
intents and purposes as he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or
cause to be done by virtue hereof.
The remaining directors of Cooper Industries plc have also appointed Bruce M. Taten and
Terrance V. Helz as their attorneys-in-fact or agents pursuant to the Powers of Attorney attached
hereto as Exhibit 24.2.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed below by the following persons in the capacities
indicated on November 8, 2010.
|
|
|
Signature |
|
Title |
|
|
|
|
|
Chairman, President and Chief Executive Officer
|
Kirk S. Hachigian |
|
(Principal Executive Officer) |
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
David A. Barta |
|
(Principal Financial Officer) |
|
|
|
|
|
Vice President, Controller and Chief Accounting Officer
|
Rick L. Johnson |
|
(Principal Accounting Officer) |
|
|
|
*
Stephen G. Butler
|
|
Director |
II-6
|
|
|
Signature |
|
Title |
|
|
|
*
|
|
Director |
Robert M. Devlin |
|
|
|
|
|
*
|
|
Director |
Ivor J. Evans |
|
|
|
|
|
*
|
|
Director |
Linda A. Hill |
|
|
|
|
|
*
|
|
Director |
Lawrence D. Kingsley |
|
|
|
|
|
*
|
|
Director |
James J. Postl |
|
|
|
|
|
*
|
|
Director |
Dan F. Smith |
|
|
|
|
|
*
|
|
Director |
Gerald B. Smith |
|
|
|
|
|
*
|
|
Director |
Mark S. Thompson |
|
|
|
|
|
*
|
|
Director |
James R. Wilson |
|
|
|
|
|
| |
|
| |
* By |
/s/ Terrance V. Helz
|
| |
|
Terrance V. Helz |
| |
|
Attorney-in-Fact |
| |
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on November 8,
2010.
|
|
|
|
|
|
COOPER US, INC.
|
|
|
By: |
/s/ Kirk S. Hachigian
|
|
|
|
Kirk S. Hachigian |
|
|
|
Chairman, President and
Chief Executive Officer |
|
|
POWER OF ATTORNEY
Each person whose signature appears below appoints Bruce M. Taten and Terrance V. Helz, and
each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent or
agents, each of whom shall be authorized to act with or without the other, with full power of
substitution and resubstitution, for him or her and in his or her name, place and stead in his or
her capacity as a director or officer, to sign any and all amendments (including post-effective
amendments) to this registration statement, and all documents or instruments necessary or
appropriate to comply with the Securities Act of 1933, as amended, and to file the same with the
Securities and Exchange Commission, with full power and authority to each of said attorneys-in-fact
and agents to do and perform in the name and on behalf of each such director or officer, or both,
as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in
connection with any or all of the above-described matters and to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed below by the following persons in the capacities
indicated on November 8, 2010.
|
|
|
Signature |
|
Title |
|
|
|
|
|
Chairman, President & Chief Executive Officer,
|
Kirk S. Hachigian
|
|
(Principal Executive Officer) Director |
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
David A. Barta |
|
(Principal Financial Officer) |
|
|
|
|
|
Vice President, Controller and
|
Rick L. Johnson
|
|
Chief Accounting Officer
(Principal Accounting Officer) |
|
|
|
|
|
Director |
Terry A. Klebe |
|
|
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, November 8,
2010.
|
|
|
|
|
|
COOPER B-LINE, INC.
|
|
|
By: |
/s/ Kirk S. Hachigian
|
|
|
|
Kirk S. Hachigian |
|
|
|
Principal Executive Officer |
|
|
POWER OF ATTORNEY
Each person whose signature appears below appoints Bruce M. Taten and Terrance V. Helz, and
each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent or
agents, each of whom shall be authorized to act with or without the other, with full power of
substitution and resubstitution, for him or her and in his or her name, place and stead in his or
her capacity as a director or officer, to sign any and all amendments (including post-effective
amendments) to this registration statement, and all documents or instruments necessary or
appropriate to comply with the Securities Act of 1933, as amended, and to file the same with the
Securities and Exchange Commission, with full power and authority to each of said attorneys-in-fact
and agents to do and perform in the name and on behalf of each such director or officer, or both,
as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in
connection with any or all of the above-described matters and to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed below by the following persons in the capacities
indicated on November 8, 2010.
|
|
|
Signature |
|
Title |
|
|
|
|
|
Principal Executive Officer |
Kirk S. Hachigian |
|
|
|
|
|
|
|
Principal Financial Officer |
David A. Barta |
|
|
|
|
|
|
|
Principal Accounting Officer and Director |
Rick L. Johnson |
|
|
|
|
|
|
|
Director |
Bruce M. Taten |
|
|
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on November 8,
2010.
|
|
|
|
|
|
COOPER BUSSMANN, LLC
|
|
|
By: |
/s/ Kirk S. Hachigian
|
|
|
|
Kirk S. Hachigian |
|
|
|
Principal Executive Officer |
|
|
POWER OF ATTORNEY
Each person whose signature appears below appoints Bruce M. Taten and Terrance V. Helz, and
each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent or
agents, each of whom shall be authorized to act with or without the other, with full power of
substitution and resubstitution, for him or her and in his or her name, place and stead in his or
her capacity as a director or officer, to sign any and all amendments (including post-effective
amendments) to this registration statement, and all documents or instruments necessary or
appropriate to comply with the Securities Act of 1933, as amended, and to file the same with the
Securities and Exchange Commission, with full power and authority to each of said attorneys-in-fact
and agents to do and perform in the name and on behalf of each such director or officer, or both,
as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in
connection with any or all of the above-described matters and to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed below by the following persons in the capacities
indicated on November 8, 2010.
|
|
|
Signature |
|
Title |
|
|
|
/s/ Kirk S. Hachigian
|
|
Principal Executive Officer |
|
|
Chairman, President and Chief Executive Officer of
Cooper US, Inc., Sole Member of
Cooper Bussmann, LLC |
|
|
|
/s/ David A. Barta
|
|
Principal Financial Officer |
|
|
|
|
|
|
/s/ Rick L. Johnson
|
|
Principal Accounting Officer |
|
|
|
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on November 8,
2010.
|
|
|
|
|
|
COOPER CROUSE-HINDS, LLC
|
|
|
By: |
/s/ Kirk S. Hachigian
|
|
|
|
Kirk S. Hachigian |
|
|
|
Principal Executive Officer |
|
|
POWER OF ATTORNEY
Each person whose signature appears below appoints Bruce M. Taten and Terrance V. Helz, and
each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent or
agents, each of whom shall be authorized to act with or without the other, with full power of
substitution and resubstitution, for him or her and in his or her name, place and stead in his or
her capacity as a director or officer, to sign any and all amendments (including post-effective
amendments) to this registration statement, and all documents or instruments necessary or
appropriate to comply with the Securities Act of 1933, as amended, and to file the same with the
Securities and Exchange Commission, with full power and authority to each of said attorneys-in-fact
and agents to do and perform in the name and on behalf of each such director or officer, or both,
as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in
connection with any or all of the above-described matters and to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed below by the following persons in the capacities
indicated on November 8, 2010.
|
|
|
Signature |
|
Title |
|
|
|
/s/ Kirk S. Hachigian
|
|
Principal Executive Officer |
|
|
Chairman, President and Chief Executive Officer of
Cooper US, Inc., Sole Member of
Cooper Crouse-Hinds, LLC |
|
|
|
/s/ David A. Barta
|
|
Principal Financial Officer |
|
|
|
|
|
|
/s/ Rick L. Johnson
|
|
Principal Accounting Officer |
|
|
|
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on November 8,
2010.
|
|
|
|
|
|
COOPER INDUSTRIES, LTD.
|
|
|
By |
/s/ Kirk S. Hachigian
|
|
|
|
Kirk S. Hachigan |
|
|
|
Principal Executive Officer |
|
|
POWER OF ATTORNEY
Each person whose signature appears below appoints Bruce M. Taten and Terrance V. Helz, and
each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent or
agents, each of whom shall be authorized to act with or without the other, with full power of
substitution and resubstitution, for him or her and in his or her name, place and stead in his or
her capacity as a director or officer, to sign any and all amendments (including post-effective
amendments) to this registration statement, and all documents or instruments necessary or
appropriate to comply with the Securities Act of 1933, as amended, and to file the same with the
Securities and Exchange Commission, with full power and authority to each of said attorneys-in-fact
and agents to do and perform in the name and on behalf of each such director or officer, or both,
as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in
connection with any or all of the above-described matters and to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed below by the following persons in the capacities
indicated on November 8, 2010.
|
|
|
Signature |
|
Title |
|
|
|
/s/ Kirk S. Hachigian
|
|
Principal Executive Officer |
|
|
|
|
|
|
/s/ David A. Barta
|
|
Principal Financial Officer |
|
|
|
|
|
|
/s/ Rick L. Johnson
|
|
Principal Accounting Officer |
|
|
|
|
|
|
/s/ Bruce M. Taten
|
|
Director |
|
|
|
|
|
|
/s/ Terrance V. Helz
|
|
Director |
|
|
|
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on November 8,
2010.
|
|
|
|
|
|
COOPER LIGHTING, LLC
|
|
|
By: |
/s/ Kirk S. Hachigian
|
|
|
|
Kirk S. Hachigan |
|
|
|
Principal Executive Officer |
|
|
POWER OF ATTORNEY
Each person whose signature appears below appoints Bruce M. Taten and Terrance V. Helz, and
each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent or
agents, each of whom shall be authorized to act with or without the other, with full power of
substitution and resubstitution, for him or her and in his or her name, place and stead in his or
her capacity as a director or officer, to sign any and all amendments (including post-effective
amendments) to this registration statement, and all documents or instruments necessary or
appropriate to comply with the Securities Act of 1933, as amended, and to file the same with the
Securities and Exchange Commission, with full power and authority to each of said attorneys-in-fact
and agents to do and perform in the name and on behalf of each such director or officer, or both,
as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in
connection with any or all of the above-described matters and to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed below by the following persons in the capacities
indicated on November 8, 2010.
|
|
|
Signature |
|
Title |
|
|
|
/s/ Kirk S. Hachigian
|
|
Principal Executive Officer |
|
|
Chairman, President and Chief Executive Officer of
Cooper US, Inc., Sole Member of Cooper Lighting, LLC |
|
|
|
/s/ David A. Barta
|
|
Principal Financial Officer |
|
|
|
|
|
|
/s/ Rick L. Johnson
|
|
Principal Accounting Officer |
|
|
|
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on November 8,
2010.
|
|
|
|
|
|
COOPER POWER SYSTEMS, LLC
|
|
|
By: |
/s/ Kirk S. Hachigian
|
|
|
|
Kirk S. Hachigan |
|
|
|
Principal Executive Officer |
|
|
POWER OF ATTORNEY
Each person whose signature appears below appoints Bruce M. Taten and Terrance V. Helz, and
each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent or
agents, each of whom shall be authorized to act with or without the other, with full power of
substitution and resubstitution, for him or her and in his or her name, place and stead in his or
her capacity as a director or officer, to sign any and all amendments (including post-effective
amendments) to this registration statement, and all documents or instruments necessary or
appropriate to comply with the Securities Act of 1933, as amended, and to file the same with the
Securities and Exchange Commission, with full power and authority to each of said attorneys-in-fact
and agents to do and perform in the name and on behalf of each such director or officer, or both,
as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in
connection with any or all of the above-described matters and to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed below by the following persons in the capacities
indicated on November 8, 2010.
|
|
|
Signature |
|
Title |
|
|
|
/s/ Kirk S. Hachigian
|
|
Principal Executive Officer |
|
|
Chairman, President and Chief Executive Officer of
Cooper US, Inc., Sole Member of
Cooper Power Systems, LLC |
|
|
|
/s/ David A. Barta
|
|
Principal Financial Officer |
|
|
|
|
|
|
/s/ Rick L. Johnson
|
|
Principal Accounting Officer |
|
|
|
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on November 8,
2010.
|
|
|
|
|
|
COOPER WIRING DEVICES, INC.
|
|
|
By: |
/s/ Kirk S. Hachigian
|
|
|
|
Kirk S. Hachigan |
|
|
|
Principal Executive Officer |
|
|
POWER OF ATTORNEY
Each person whose signature appears below appoints Bruce M. Taten and Terrance V. Helz, and
each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent or
agents, each of whom shall be authorized to act with or without the other, with full power of
substitution and resubstitution, for him or her and in his or her name, place and stead in his or
her capacity as a director or officer, to sign any and all amendments (including post-effective
amendments) to this registration statement, and all documents or instruments necessary or
appropriate to comply with the Securities Act of 1933, as amended, and to file the same with the
Securities and Exchange Commission, with full power and authority to each of said attorneys-in-fact
and agents to do and perform in the name and on behalf of each such director or officer, or both,
as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in
connection with any or all of the above-described matters and to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed below by the following persons in the capacities
indicated on November 8, 2010.
|
|
|
Signature |
|
Title |
|
|
|
/s/ Kirk S. Hachigian
|
|
Principal Executive Officer |
|
|
|
|
|
|
/s/ David A. Barta
|
|
Principal Financial Officer |
|
|
|
|
|
|
/s/ Rick L. Johnson
|
|
Principal Accounting Officer and Director |
|
|
|
|
|
|
/s/ Bruce M. Taten
|
|
Director |
|
|
|
II-15
INDEX TO EXHIBITS
|
|
|
Exhibit |
|
|
Number |
|
Description |
*1.1
|
|
Form of Underwriting Agreement. |
4.1
|
|
Form of Indenture among Cooper US,
Inc., Cooper Industries plc and
Deutsche Bank Trust Company Americas, as trustee. |
4.2
|
|
Second Amended and Restated Rights Agreement, dated September 8, 2009, by and among Cooper
Industries plc, Cooper Industries, Ltd. and Computershare Trust Company, N.A., as Rights
Agent (incorporated by referenced to Exhibit 4.1 to Cooper Industries plcs Form 8-K,
filed on September 9, 2009). |
*4.3
|
|
Form of Deposit Agreement for Depositary Shares. |
*4.4
|
|
Form of Preferred Share Certificate. |
*4.5
|
|
Form of Warrant Agreement. |
*4.6
|
|
Form of Purchase Contract. |
*4.7
|
|
Form of Unit Agreement. |
5.1
|
|
Opinion of King & Spalding LLP. |
5.2
|
|
Opinion of Arthur Cox, Solicitors. |
12.1
|
|
Statement of Computation of Ratio of Earnings to Fixed Charges (incorporated by reference
to Exhibit 12 to Cooper Industries plcs Quarterly Report on Form 10-Q for the quarter
ended March 31, 2010). |
23.1
|
|
Consent of Ernst & Young LLP. |
23.2
|
|
Consent of King & Spalding LLP (included in Exhibit 5.1 to this Registration Statement). |
23.3
|
|
Consent of Arthur Cox, Solicitors (included in Exhibit 5.2 to this Registration Statement). |
24.1
|
|
Powers of Attorney for Messrs. Hachigian, Klebe, Barta, Taten, Johnson and Helz (included
on the signature pages hereto). |
24.2
|
|
Powers of Attorney for the non-management directors of Cooper Industries plc. |
25.1
|
|
Form T-1 Statement of Eligibility under the Trust Indenture Act of Deutsche Bank Trust
Company Americas. |
|
|
|
* |
|
To be filed by amendment or as an exhibit to a document to be incorporated or deemed to be
incorporated by reference in this registration statement. |