UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) December 2, 2010
Cooper Industries plc
(Exact Name of registrant as specified in its charter)
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| Ireland
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1-31330
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98-0632292 |
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| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
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| 5 Fitzwilliam Square, |
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| Dublin 2, Ireland
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2 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 713-209-8400
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On December 2, 2010, Cooper US, Inc., a Delaware corporation (“Cooper US”), Cooper Industries
plc, an Irish company (the “Company”), Cooper Industries, Ltd., a Bermuda exempted company
(“Bermuda”), Cooper B-Line, Inc., a Delaware corporation (“B-Line”), Cooper Bussmann, LLC, a
Delaware limited liability company (“Bussmann”), Cooper Crouse-Hinds, LLC, a Delaware limited
liability company (“Crouse”), Cooper Lighting, LLC, a Delaware limited liability company
(“Lighting”), Cooper Power Systems, LLC, a Delaware limited liability company (“Power”), and Cooper
Wiring Devices, Inc., a New York corporation (“Wiring” and, together with B-Line, Bermuda,
Bussmann, Crouse, Lighting and Power, the “Subsidiary Guarantors” and, together with the Company,
the “Guarantors”), entered into an underwriting agreement, attached as Exhibit 1.1 hereto, with the
underwriters named therein, with respect to the issue and sale by Cooper US of $250,000,000
aggregate principal amount of 2.375% senior unsecured notes due 2016 (the “2016 Notes”) and
$250,000,000 aggregate principal amount of 3.875% senior unsecured notes due 2020 (the “2020 Notes”
and together with the 2016 Notes, the “Notes”), which Notes will be fully and unconditionally
guaranteed by the Guarantors.
Item 9.01 Financial Statements and Exhibits.
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| Exhibit |
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1.1
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Underwriting Agreement dated December 2, 2010, among Cooper Industries plc, Cooper US,
Inc., the other guarantors parties thereto, Citigroup Global Markets Inc., Goldman, Sachs &
Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other underwriters named therein. |