e424b5
CALCULATION
OF REGISTRATION FEE
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Title of Securities
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Amount
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Aggregate Price
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Aggregate
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Registration
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Registered
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Registered
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Per Unit
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Offering Price
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Fee
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5.45% Senior Notes due 2015
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$300,000,000
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99.821%
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$299,463,000
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$11,769
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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-143688
Prospectus Supplement
March 24, 2008
(To Prospectus dated June 13, 2007)
$300,000,000
Cooper US, Inc.
5.45% Senior Notes due
2015
Fully and Unconditionally
Guaranteed by
Cooper Industries,
Ltd.
(and specified
subsidiaries)
The notes will bear interest at the rate of 5.45% per year.
Interest on the notes will be payable on April 1 and
October 1 of each year, beginning October 1, 2008. The
notes will mature on April 1, 2015. Cooper US may redeem
some or all of the notes at any time and from time to time at
the redemption price described under Description of Notes
and Guarantees Optional Redemption. In
addition, Cooper US may redeem all of the notes under the
circumstances described under Description of Notes and
Guarantees Redemption for Changes in Withholding
Taxes. If Cooper Industries, Ltd. experiences a
change of control repurchase event, Cooper US will
be required to offer to purchase the notes from holders unless
it has previously redeemed the notes. See Description of
Notes and Guarantees Repurchase at the Option of
Holders Upon a Change of Control.
The notes will be senior unsecured obligations of Cooper US and
rank equally with all of Cooper USs other unsecured senior
indebtedness from time to time outstanding. The notes will be
guaranteed on a senior unsecured basis by Cooper Industries,
Ltd., the indirect parent corporation of Cooper US, and by the
subsidiaries of Cooper Industries, Ltd. specified under
Description of Notes and Guarantees
Guarantees.
Investing in the notes involves risks. Please read Risk
Factors beginning on
page S-5.
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Per Note
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Total
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Public offering price(1)
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99.821
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%
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$
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299,463,000
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Underwriting discount
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.625
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%
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$
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1,875,000
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Proceeds, before expenses, to Cooper US(1)
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99.196
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%
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$
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297,588,000
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(1)
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Plus accrued interest from
March 27, 2008 if settlement occurs after that date.
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Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the notes
or determined that this prospectus supplement or any of the
accompanying prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only
through The Depository Trust Company on or about
March 27, 2008.
Joint Book-Running
Managers
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Deutsche
Bank Securities |
JPMorgan |
UBS Investment Bank |
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Banc of America Securities
LLC
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BNY Capital Markets,
Inc.
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The Williams Capital Group,
L.P.
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You should rely only on the information contained or
incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not, and the underwriters have
not, authorized anyone to provide you with different
information. We are not offering to sell these securities in any
jurisdiction where the offer or sale is not permitted. You
should assume that the information contained or incorporated by
reference in this prospectus supplement and the accompanying
prospectus is accurate as of the date on the front of this
prospectus supplement only. Our business, financial condition,
results of operations and prospects may have changed since that
date.
TABLE OF
CONTENTS
Prospectus
Supplement
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Page
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ii
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ii
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ii
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S-1
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S-5
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S-7
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S-8
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S-8
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S-9
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S-15
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S-20
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S-21
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S-21
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Prospectus
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About This Prospectus
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1
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Cautionary Statement Regarding Forward-Looking Statements
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1
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Where You Can Find More Information
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2
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Incorporation of Certain Documents by Reference
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2
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Enforcement of Judgments and Service of Process
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3
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About Cooper Industries, Ltd.
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4
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About Cooper US, Inc.
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5
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Use of Proceeds
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5
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Ratio of Earnings to Fixed Charges of Cooper Parent
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5
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Description of Debt Securities and Guarantees
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5
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Plan of Distribution
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17
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Legal Matters
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17
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Experts
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17
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Unless the context requires otherwise, references to
we, us or our refer
collectively to Cooper Industries, Ltd. (a Bermuda company) and
its consolidated subsidiaries, including Cooper US, Inc.
Cooper Parent refers only to Cooper Industries, Ltd.
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 its subsidiaries that are identified under
Description of Notes and Guarantees
Guarantees.
The notes and related guarantees may not be offered or sold in
Bermuda by Cooper US, although offers may be made to persons in
Bermuda from outside Bermuda.
ABOUT
THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus
supplement, which contains the terms of this offering of notes.
The second part is the prospectus dated June 13, 2007,
which is part of our Registration Statement on
Form S-3
(Registration
No. 333-143688).
This prospectus supplement may add to, update or change the
information in the accompanying prospectus. If information in
this prospectus supplement is inconsistent with information in
the accompanying prospectus, this prospectus supplement will
apply and will supersede that information in the accompanying
prospectus.
It is important for you to read and consider all information
contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus in making your
investment decision. You should also read and consider the
information in the documents to which we have referred you in
Where You Can Find More Information in the
accompanying prospectus.
CAUTIONARY
STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
Please see Cautionary Statement Regarding Forward-Looking
Statements on page 4 of the accompanying prospectus.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference in this prospectus supplement
and accompanying 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 supplement and
accompanying prospectus, and information that is filed later
with the SEC will automatically update and supersede the
information contained in this prospectus supplement and the
accompanying prospectus. We are incorporating by reference the
following documents filed with the SEC by Cooper Parent:
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Annual Report filed on February 22, 2008 on
Form 10-K
for the fiscal year ended December 31, 2007;
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Proxy statement filed on March 13, 2008;
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Current Report on
Form 8-K
filed on March 24, 2008; and
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All documents filed with the SEC pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this prospectus supplement through the termination
of the registration statement of which this prospectus
supplement is a part.
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If the information in incorporated documents conflicts with
information in this prospectus supplement, you should rely on
the most recent information. If the information in an
incorporated document conflicts with information in another
incorporated document, you should rely on the most recent
incorporated document.
We will provide without charge to each person to whom a copy of
this prospectus supplement 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 supplement and the accompanying 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, Ltd.
Attn: Corporate Secretary
P.O. Box 4446
Houston, Texas 77210
(713) 209-8400
ii
PROSPECTUS
SUPPLEMENT SUMMARY
This summary highlights selected information about us and
this offering. It does not contain all of the information that
may be important to you in deciding whether to purchase notes.
We encourage you to read the entire prospectus supplement, the
accompanying prospectus and the documents that we have filed
with the SEC that are incorporated by reference prior to
deciding whether to purchase notes.
COOPER
INDUSTRIES, LTD.
Cooper Parent is a global manufacturer of electrical products
and tools, with 2007 revenues of $5.9 billion,
approximately 87 percent of which are from electrical
products. Incorporated in Bermuda with administrative
headquarters in Houston, Cooper Parent employs approximately
31,500 people and operates eight divisions: Cooper B-Line,
Cooper Bussmann, Cooper Crouse-Hinds, Cooper Lighting, Cooper
Safety, Cooper Power Systems, Cooper Wiring Devices and Cooper
Tools. Cooper Connection provides a common platform for our
marketing and sales to electrical distributors. For more
information, visit the website at
www.cooperindustries.com. The information found on, or
otherwise accessible through, our website is not incorporated
into, and does not form a part of, this prospectus supplement,
the accompanying prospectus or any other report or document we
file with or furnish to the Securities and Exchange Commission.
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.
Cooper US is a Delaware corporation incorporated in May 2001.
Cooper USs principal executive offices are located at 600
Travis, Houston, Texas 77002, and its telephone number at that
address is:
(713) 209-8400.
S-1
The
Offering
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Issuer |
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Cooper US, Inc. |
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Securities Offered |
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$300 million aggregate principal amount of 5.45% Senior
Notes due 2015. |
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Maturity |
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April 1, 2015. |
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Interest |
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Interest on the notes will accrue from March 27, 2008 and
will be payable on April 1 and October 1 of each year,
beginning October 1, 2008. |
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Guarantees |
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The notes will be fully and unconditionally guaranteed by Cooper
Industries, Ltd., Cooper B-Line, Inc., Cooper Bussmann, LLC,
Cooper Crouse-Hinds, LLC, Cooper Lighting, LLC, Cooper Power
Systems, LLC, and Cooper Wiring Devices, Inc. |
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Ranking |
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The notes will be senior unsecured obligations of Cooper US and
will rank equally in right of payment with all other unsecured
and unsubordinated indebtedness of Cooper US from time to time
outstanding. The guarantees will be joint and several senior
unsecured obligations of the respective Guarantors and will rank
equally in right of payment with all of such Guarantors
other senior unsecured and unsubordinated indebtedness from time
to time outstanding. |
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The notes and the guarantees will be effectively subordinated to
any secured indebtedness of Cooper US or any of the Guarantors,
as the case may be, to the extent of the value of the assets
securing such indebtedness, unless the notes or guarantees are
also secured by these assets. The indenture restricts the
ability of Cooper Parent and its Restricted Subsidiaries (as
defined in the accompanying prospectus) to incur secured debt.
See Description of Debt Securities and
Guarantees Certain Covenants Covenant
Limiting Secured Indebtedness in the accompanying
prospectus. |
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Optional Redemption |
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Cooper US may redeem the notes at its option, at any time in
whole or from time to time in part at a redemption price equal
to the greater of: |
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100% of the principal amount of the notes being
redeemed; and
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the sum of the present values of the remaining
scheduled payments of principal and interest on the notes being
redeemed (not including any interest accrued to the redemption
date) discounted to the redemption date on a semi-annual basis
(assuming a
360-day year
consisting of twelve
30-day
months) at the Treasury Rate (as defined below) plus
40.0 basis points;
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plus, in each case, accrued interest to, but not including, the
redemption date. See Description of Notes and
Guarantees Optional Redemption. |
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In addition, Cooper US may redeem all, but not part, of the
notes upon the occurrence of certain tax events at the
redemption price described under the caption Description
of Notes and Guarantees Redemption for Changes in
Withholding Taxes. |
S-2
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Repurchase at the Option of Holders Upon a Change of Control |
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If Cooper Parent experiences a change of control
repurchase event (as defined in this prospectus
supplement), Cooper US will be required to offer to purchase the
notes at a purchase price equal to 101% of the principal amount,
plus accrued and unpaid interest, unless it has previously
redeemed the notes. See Description of Notes and
Guarantees Repurchase at the Option of Holders Upon
a Change of Control. |
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Covenants |
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The notes will be issued under an indenture (as defined in this
prospectus supplement) with Deutsche Bank Trust Company
Americas, as trustee. The indenture governing the notes will,
among other things, contain covenants limiting the ability of
Cooper Parent and the ability of certain of its
subsidiaries to: |
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create liens; and
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engage in sale-leaseback transactions.
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Additionally, the indenture will limit the ability of Cooper US
and Cooper Parent to consolidate, merge or convey or transfer
properties and assets substantially as an entirety. |
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These covenants are subject to important exceptions and
qualifications described under Description of Debt
Securities and Guarantees Certain Covenants in
the accompanying prospectus. |
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Further Issues |
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Cooper US may at any time and from time to time, without notice
to or the consent of the holders of the notes, create and issue
additional debt securities having the same terms as and ranking
equally and ratably with the notes in all respects, as described
under Description of Notes and Guarantees
General. |
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Use of Proceeds |
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We expect Cooper US to use available cash and a portion of the
net proceeds from this offering to retire commercial paper and,
to the extent any net proceeds remain, for general corporate
purposes. See Use of Proceeds. |
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Book-Entry |
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The notes will be issued in book-entry form and will be
represented by permanent global certificates deposited with, or
on behalf of, The Depository Trust Company
(DTC) and registered in the name of Cede &
Co., DTCs nominee. Beneficial interests in the notes will
be shown on, and transfers will be effected only through,
records maintained by DTC or its nominee; and these interests
may not be exchanged for certificated notes except in limited
circumstances. See Description of Notes and
Guarantees Book-Entry System. |
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Risk Factors |
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Investing in the notes involves risks. See Risk
Factors for a description of certain risks you should
particularly consider before investing in the notes. |
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Governing Law |
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New York |
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Trustee |
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Deutsche Bank Trust Company Americas |
S-3
Summary
Consolidated Financial Information
The table shown below presents our summary consolidated
financial information at the dates and for the periods
indicated. The summary financial data as of December 31,
2007 and 2006 and for each of the years in the three-year period
ended December 31, 2007 have been derived from our audited
consolidated financial statements contained in our Annual Report
on
Form 10-K
for the year ended December 31, 2007, which is incorporated
by reference in this prospectus supplement and the accompanying
prospectus. The summary consolidated financial balance sheet
data as of December 31, 2005 have been derived from our
audited consolidated financial statements that are not
incorporated by reference in this prospectus supplement and the
accompanying prospectus. You should read the data set forth
below in conjunction with our consolidated financial statements
and the related notes thereto and other financial information
included or incorporated by reference in this prospectus
supplement.
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Year Ended December 31,
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2007
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2006
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2005
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(In millions)
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Income Statement Data:
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Revenues
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$
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5,903.1
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$
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5,184.6
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$
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4,730.4
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Income from continuing operations
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692.3
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484.3
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391.1
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Charge from discontinued operations, net of taxes
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20.3
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227.2
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Net income
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692.3
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464.0
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163.9
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Balance Sheet Data (at end of specified period):
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Total assets
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$
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6,133.5
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$
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5,374.8
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$
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5,215.1
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Long-term debt, excluding current maturities
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909.9
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702.8
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1,002.9
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Shareholders equity
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2,841.9
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2,475.3
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2,205.2
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In October 1998, we sold our Automotive Products segment for
$1.9 billion in proceeds. Discontinued operations charges
of $20.3 million, net of a $11.4 million income tax
benefit in 2006 and $227.2 million, net of a
$127.8 million income tax benefit in 2005 were recorded for
potential liabilities related to the Automotive Products segment
sale and the Federal-Mogul bankruptcy. See Note 16 of the Notes
to our Consolidated Financial Statements incorporated by
reference in this prospectus supplement and the accompanying
prospectus from our Annual Report on
Form 10-K
for the year ended December 31, 2007.
S-4
RISK
FACTORS
You should carefully consider the following risk factors and
the information under the heading Risk Factors in
our annual report on
Form 10-K
for the year ended December 31, 2007 which is incorporated
by reference into this prospectus supplement and the
accompanying prospectus, as well as the other information
included or incorporated by reference into this prospectus
supplement and the accompanying prospectus, before making an
investment decision. The following is not intended as, and
should not be construed as, an exhaustive list of relevant risk
factors. There may be other risks that a prospective investor
should consider that are relevant to its own particular
circumstances or generally.
Risks
Related to the Notes
Cooper
US conducts all of its operations through its subsidiaries and
may be limited in its ability to access funds from these
subsidiaries to service its debt, including the notes. In
addition, the notes will not be guaranteed by all of its
subsidiaries.
Cooper US conducts all of its operations through its
subsidiaries. Accordingly, Cooper US depends on its
subsidiaries and Cooper Parents earnings and
advances or loans made by them to Cooper US (and potentially
dividends or distributions by the subsidiaries to Cooper US or
investments by Cooper Parent in Cooper US) to provide funds
necessary to meet its obligations, including the payments of
principal, premium, if any, and interest on the notes. If Cooper
US is unable to access the cash flows of its subsidiaries, it
would be unable to meet its debt obligations.
Cooper US subsidiaries and Cooper Parent are separate and
distinct legal entities and, except for their obligations as
Guarantors, have no obligation, contingent or otherwise, to pay
any amounts due on the notes or to make funds available to
Cooper US to do so. The Guarantors other than Cooper Parent are
wholly-owned, direct and indirect subsidiaries of Cooper US that
we consider the principal domestic operating subsidiaries in our
Electrical Products segment. The Guarantors are guarantors of
substantially all of our
long-term
debt and are also guarantors of borrowings of Cooper US under
our senior credit facilities. None of the subsidiaries in our
Tools segment or our foreign subsidiaries is an obligor or
Guarantor in respect of the notes. As a result, if Cooper US
defaults on its obligations under the notes, you will not have
any direct claims against any of the subsidiaries in our Tools
segment or our foreign subsidiaries. In the event of a
bankruptcy, liquidation or reorganization of any of our
non-guarantor subsidiaries, holders of their indebtedness and
their trade creditors will generally be entitled to payment of
their claims from the assets of those subsidiaries before any
assets are made available for distribution to Cooper US.
The
notes will be unsecured and, therefore, will be effectively
subordinated to any secured debt of Cooper US, and the
guarantees of the notes will be unsecured and effectively
subordinated to the secured debt of the Guarantors, in each
case, to the extent of the value of assets securing such
debt.
The notes and the guarantees will not be secured by any of the
assets of Cooper US or the Guarantors. As a result, the notes
are effectively subordinated to any secured debt Cooper US may
incur and to the secured debt of any Guarantor to the extent of
the value of the assets securing such debt. In any liquidation,
dissolution, bankruptcy or other similar proceeding, the holders
of any of Cooper USs secured debt or the secured debt of
any Guarantor may assert rights against the secured assets in
order to receive full payment of their debt before the assets
may be used to pay the holders of the notes. As of
December 31, 2007, Cooper US and the Guarantors had less
than $1 million of secured debt outstanding.
The
guarantees of our subsidiaries may be limited in
duration.
The indenture does not contain any covenants that materially
restrict our ability to sell, transfer or otherwise dispose of
our assets, including the capital stock of our subsidiaries, or
the assets of any of our subsidiaries, except as described under
the caption Description of Debt Securities and
Guarantees Merger, Consolidation or Sale of
Assets in the accompanying prospectus. In the event that
Cooper US sells, transfers or otherwise disposes of some or all
of the capital stock of a subsidiary that guarantees the notes,
such that it is no longer a subsidiary of Cooper US, or a
subsidiary that guarantees the notes sells, transfers, or
otherwise
S-5
disposes of all or substantially all of its assets, the
guarantee of that subsidiary would terminate. Likewise, in the
event a subsidiary that guarantees the notes incurs or
guarantees indebtedness where such indebtedness or guarantee is
secured by such subsidiarys assets, the ability of the
holders of the notes to collect payments against such subsidiary
under its guarantee could be materially and adversely affected.
The
guarantees may raise fraudulent transfer issues, which could
impair the enforceability of the guarantees.
Under U.S. bankruptcy law and comparable provisions of
state fraudulent transfer laws, a guarantee could be voided, or
claims in respect of a guarantee could be subordinated to all
other debts of that Guarantor if, among other things, a court
found that the guarantee was made or incurred with actual intent
to hinder, delay or defraud creditors or the Guarantor did not
receive fair consideration or received less than a reasonably
equivalent value for the guarantee and the Guarantor:
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was insolvent or was rendered insolvent because of the guarantee
and the application of proceeds of the notes;
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was engaged in a business or transaction or was about to engage
in a business or a transaction for which its remaining assets
constituted unreasonably small capital to carry on its business;
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intended to incur, or believed that it would incur, debts beyond
its ability to pay such debts as they mature; or
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was a defendant in an action for money damages, or had a
judgment for money damages docketed against it if, in either
case, after final judgment the judgment is unsatisfied.
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We cannot be sure as to the standard that a court would use to
determine whether any Guarantor was solvent at the relevant
time, or that the issuance of the guarantees would not be voided
or the guarantees would not be subordinated to such
Guarantors other debt. A guarantee could also be subject
to the claim that, because the guarantee was incurred for the
benefit of Cooper US, and only indirectly for the benefit of the
Guarantor, the obligations of the applicable Guarantor were
incurred for less than fair consideration. If a court voided a
guarantee as a result of fraudulent conveyance, or held it
unenforceable for any other reason, holders of the notes would
cease to have a claim against such Guarantor and would be solely
creditors of Cooper US and any other Guarantors. In addition,
any payment by that Guarantor pursuant to its guarantee could be
voided and required to be returned to the Guarantor, or to a
fund for the benefit of the creditors of the Guarantor.
Since Cooper Parent is a holding company, if all of the
guarantees of the subsidiaries were voided, that would result in
the holder of the notes having claims that would not be paid
prior to substantially all of the other debt and liabilities of
the consolidated group of entities, other than Cooper US. In
addition, to the extent that the claims of holders of the notes
against any Guarantor were subordinated in favor of other
creditors of such Guarantor, such other creditors would be
entitled to be paid in full before any payment could be made on
the notes. If one or more guarantees are voided or subordinated,
there may not be sufficient assets remaining to satisfy claims
of holders of the notes after providing for satisfaction of all
prior claims.
The measures of insolvency for purposes of these fraudulent
transfer laws will vary depending upon the law applied in any
proceeding to determine whether a fraudulent transfer has
occurred. Generally, however, a Guarantor would be considered
insolvent if:
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the sum of its debt, including contingent liabilities, was
greater than the fair saleable value of all of its assets;
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the present fair saleable value of its assets was less than the
amount that would be required to pay its probable liability on
its existing debts, including contingent liabilities, as they
become absolute and mature; or
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it could not pay its debts as they become due.
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Each guarantee will contain a provision intended to limit the
Guarantors liability to the maximum amount that it could
incur without causing the incurrence of the obligations under
its guarantee to be a
S-6
fraudulent transfer. This provision may not be effective to
protect the guarantees from being voided under fraudulent
transfer law.
Our
credit ratings may not reflect all risks of your investments in
the notes.
Our credit ratings are an assessment by rating agencies of our
ability to pay our debts when due. Consequently, real or
anticipated changes in our credit ratings will generally affect
the market value of the notes. These credit ratings may not
reflect the potential impact of risks relating to structure or
marketing of the notes. Agency ratings are not a recommendation
to buy, sell or hold any security, and may be revised or
withdrawn at any time by the issuing organization. Each
agencys rating should be evaluated independently of any
other agencys rating.
If an
active trading market does not develop for the notes, you may be
unable to sell your notes or to sell your notes at a price that
you deem sufficient.
The notes are a new issue of securities for which there
currently is no established trading market. We do not intend to
list the notes on a national securities exchange. While the
underwriters of the notes have advised us that they intend to
make a market in the notes, the underwriters will not be
obligated to do so and may stop their market making at any time.
No assurance can be given:
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that a market for the notes will develop or continue;
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as to the liquidity of any market that does develop; or
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as to your ability to sell any notes you may own or the price at
which you may be able to sell your notes.
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Cooper
US may not be able to repurchase the notes upon a change of
control.
Upon the occurrence of a change of control repurchase event,
Cooper US will be required to offer to purchase all of the notes
at a price equal to 101% of their principal amount, plus accrued
and unpaid interest, if any, to the date of purchase, unless it
has previously exercised a right to redeem notes. If we
experience such a change of control repurchase event, there can
be no assurance that Cooper US would have sufficient financial
resources available to satisfy its obligations to repurchase the
notes or the Guarantors would have sufficient financial
resources available to satisfy guarantee obligations. Cooper
US failure to purchase the notes as required under the
indenture governing the notes would result in a default under
the indenture, which could have material adverse consequences
for Cooper US and the holders of the notes. See
Description of Notes and Guarantees Repurchase
at the Option of Holders Upon a Change of Control.
USE OF
PROCEEDS
We estimate that Cooper US will receive net proceeds from this
offering, after deducting commissions to the initial purchasers
and other expenses payable by Cooper US, of approximately
$297.1 million. We expect Cooper US to use the net proceeds
from this offering to repay outstanding commercial paper, and to
the extent net proceeds remain, for general corporate purposes.
As of March 21, 2008, we had commercial paper outstanding
in the amount of $337 million with maturities of 3 to
7 days with interest rates ranging from 2.65% to 3.25%.
Since January 1, 2008, we have used commercial paper
proceeds, together with cash and cash from operations, for
working capital purposes and to repurchase $256 million of
Cooper Parent common shares. Pending the application of the net
proceeds of this offering, Cooper US may invest such net
proceeds in marketable investments.
S-7
CAPITALIZATION
The following table sets forth, as of December 31, 2007,
Cooper Parents consolidated cash, cash equivalents,
short-term debt and total capitalization on an actual basis and
as adjusted to give effect to the sale of the notes and the
application of the net proceeds. See Use of
Proceeds. You should read this table in conjunction with
our consolidated financial statements and the notes thereto,
which are incorporated by reference in this prospectus
supplement and the accompanying prospectus.
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At December 31,
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2007
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Actual
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As Adjusted
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(Dollars in million,
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except per share amount)
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Cash and cash equivalents
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$
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232.8
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$
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301.2
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Short-term debt(1)
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$
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256.1
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$
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27.4
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Long-term debt:
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5.50% Senior Notes due 2009
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$
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275.0
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$
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275.0
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5.25% Senior Notes due 2012
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325.0
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325.0
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6.10% Senior Notes due 2017
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300.0
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300.0
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6.91% Second
Series Medium-Term
Notes due through 2010
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2.3
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2.3
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6.38% Third
Series Medium-Term
Notes due through 2008
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100.0
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100.0
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Notes offered hereby
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300.0
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Other
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7.7
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7.7
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1,010.0
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1,310.0
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Current portion of long-term debt
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(100.1
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)
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(100.1
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Total long-term debt, net of current portion
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909.9
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1,209.9
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Shareholders equity:
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Common stock (par value $0.01 per share)
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1.8
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1.8
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Capital in excess of par value
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85.7
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85.7
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Retained earnings
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2,835.1
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2,835.1
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Accumulated other nonowner changes in equity
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(80.7
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)
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(80.7
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Total shareholders equity
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2,841.9
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2,841.9
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Total capitalization
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$
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3,751.8
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$
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4,051.8
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(1) |
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As of December 31, 2007, we had $228.7 million in
commercial paper outstanding that is included in short-term
debt. Does not include current portion of long-term debt. |
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, plus equity in earnings (losses) of
less than 50% owned companies. 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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Year Ended December 31,
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2007
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2006
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2005
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2004
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2003
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Ratio of Earnings to Fixed Charges
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14.1x
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11.5x
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7.5x
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6.3x
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5.0x
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S-8
DESCRIPTION
OF NOTES AND GUARANTEES
The following description is only a summary of the indenture,
a copy of which is available upon request to us at the address
set forth under Where You Can Find More Information
in the accompanying prospectus. We urge you to read the
indenture because it, and not this description, defines your
rights under the indenture as holders of the notes.
General
The notes will be issued under an indenture dated as of
June 18, 2007 (the base indenture), among
Cooper US, as issuer, Cooper Parent, as a Guarantor, and
Deutsche Bank Trust Company Americas, as trustee, and a
supplemental indenture thereto dated as of the issue date of the
notes, among Cooper US, as issuer, Cooper Parent, as a
guarantor, the subsidiaries that guarantee the debt securities
and the other obligations under the supplemental indenture and
Deutsche Bank Trust Company Americas, as trustee (such
supplemental indenture, together with the base indenture, the
indenture). The terms of the base indenture are more
fully described in the accompanying prospectus and the terms of
the supplemental indenture are more fully described in the
prospectus supplement. The indenture does not limit the
aggregate principal amount of debt securities that may be issued
thereunder and provides that debt securities may be issued
thereunder from time to time in one or more additional series.
The following summary of certain provisions of the notes, the
guarantees and the indenture does not purport to be complete and
is qualified in its entirety by reference to the actual
provisions of the notes and the indenture. Certain terms used
but not defined in this prospectus supplement shall have the
meanings given to them in the accompanying prospectus, the notes
or the indenture, as the case may be.
Cooper US will issue the notes in the original principal amount
of $300 million. We may, without the consent of the
holders, re-open the notes and issue more notes that
have the same ranking, interest rate, maturity date and other
terms as the notes being offered by this prospectus supplement
(except the original issue price, original issue date and the
date from which interest will accrue). These additional notes,
together with the notes offered by this prospectus supplement,
will constitute a single series of debt securities under the
indenture.
The notes will bear interest at a rate of 5.45% per year from
March 27, 2008. The first interest payment date on the
notes will be October 1, 2008. Interest is payable
semi-annually on April 1 and October 1 to holders of
record at the close of business on March 15 and
September 15 (whether or not that date is a business day),
as the case may be, immediately preceding such interest payment
date, and on the maturity date. If any interest payment date
would otherwise be a day that is not a business day, that
interest payment date will be postponed to the next date that is
a business day. If the maturity date of the notes falls on a day
that is not a business day, the related payment of principal and
interest will be made on the next business day as if it were
made on the date such payment was due, and no interest will
accrue on the amounts so payable for the period from and after
such date to the next business day.
The notes will be issued in denominations of $1,000 and integral
multiples of $1,000 in book-entry form only.
Guarantees
The notes will be fully and unconditionally guaranteed by Cooper
Parent and the following wholly-owned, indirect subsidiaries of
Cooper Parent: 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 each Guarantor and will rank equal in
right of payment with each Guarantors unsecured and
unsubordinated debt from time to time outstanding, unless such
Guarantor is required by the covenant described under
Description of Debt Securities and Guarantees
Certain Covenants Covenants Limiting Secured
Indebtedness in the accompanying prospectus to secure the
guarantee. The guarantees of the Guarantors are joint and
several.
S-9
The aggregate amount of obligations guaranteed will be reduced
to the extent necessary to prevent violation of, or becoming
voidable under, applicable law relating to fraudulent conveyance
or fraudulent transfer or similar laws affecting creditors
generally.
Ranking
The notes will be unsecured obligations of Cooper US and will
rank equally in right of payment with all of the unsecured and
unsubordinated debt of Cooper US from time to time outstanding.
Each guarantee will be an unsecured obligation of the respective
Guarantor and will rank equally in right of payment with each of
the respective Guarantors unsecured and unsubordinated
debt from time to time outstanding. Under the circumstances
described under Certain Covenants
Covenant Limiting Secured Indebtedness, in the
accompanying prospectus, Cooper US may be required to secure the
notes and a Guarantor may be required to secure its guarantee.
The notes and the guarantees will be effectively subordinated to
any secured indebtedness of Cooper US or any of the Guarantors,
as the case may be, to the extent of the value of the assets
securing such indebtedness, unless the notes or the guarantees
are also secured by these assets. The indenture restricts the
ability of Cooper Parent and its Restricted Subsidiaries to
incur secured debt. See Certain
Covenants Covenant Limiting Secured
Indebtedness in the accompanying prospectus.
Cooper US and Cooper Parent conduct their operations through
subsidiaries, which generate virtually all of their respective
operating income and cash flow. As a result, distributions or
advances from subsidiaries of Cooper US and Cooper Parent are a
major source of funds necessary for Cooper US and Cooper Parent
to meet their respective debt service and other obligations.
Contractual provisions, laws or regulations, as well as a
subsidiarys financial condition and operating
requirements, may limit the ability of Cooper US to obtain cash
required to pay its debt service obligations, including payments
on the notes, or the ability of Cooper Parent to satisfy its
payment obligations under its guarantee. The notes and the
guarantees will be structurally subordinated to all obligations
of any non-guaranteeing subsidiaries of Cooper Parent. This
means that holders of the notes and the guarantees will have a
junior position to the assets and earnings of such
non-guaranteeing subsidiaries. As of December 31, 2007,
non-guaranteeing subsidiaries of Cooper Parent had
$405.3 million of indebtedness outstanding.
Optional
Redemption
Cooper US may redeem the notes, in whole at any time or in part
from time to time, at its option at a redemption price equal to
the greater of:
(i) 100% of the principal amount of the notes to be
redeemed; and
(ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (excluding
interest accrued to the redemption date), discounted to the date
of redemption on a semi-annual basis (assuming a
360-day year
consisting of twelve
30-day
months) at the Treasury Rate (as defined below), plus
40.0 basis points,
plus, in each case, accrued interest thereon to the date of
redemption. Notwithstanding the foregoing, installments of
interest on notes that are due and payable on interest payment
dates falling on or prior to a redemption date will be payable
on the interest payment date to the registered holders as of the
close of business on the relevant record date according to the
notes and the indenture.
Comparable Treasury Issue means the United States
Treasury security selected by the Quotation Agent as having a
maturity comparable to the remaining term of the notes to be
redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new
issues of corporate notes of comparable maturity to the
remaining term of such notes.
Comparable Treasury Price means, with respect to any
redemption date, (i) the average of four Reference Treasury
Dealer Quotations for such redemption date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or
(ii) if the trustee obtains fewer than six such Reference
Treasury
S-10
Dealer Quotations, the average of all such quotations, or
(iii) if only one Reference Treasury Dealer Quotation is
received, such quotation.
Quotation Agent means the Reference Treasury Dealer
appointed by us.
Reference Treasury Dealer means (i) Deutsche
Bank Securities, Inc., J.P. Morgan Securities Inc. and UBS
Securities LLC (or their respective affiliates that are Primary
Treasury Dealers) and their successors; provided, however, that
if any of the foregoing shall cease to be a primary
U.S. Government securities dealer (a Primary Treasury
Dealer), we will substitute therefor another Primary
Treasury Dealer, and (ii) any other Primary Treasury Dealer
selected by us.
Reference Treasury Dealer Quotations means, with
respect to each Reference Treasury Dealer and any redemption
date, the average, as determined by the trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at
5:00 p.m., New York City time, on the third business day
preceding such redemption date.
Treasury Rate means, with respect to any redemption
date, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
Notice of any redemption will be mailed at least 30 days
but not more than 60 days before the redemption date to
each holder of the notes to be redeemed. Unless we default in
payment of the redemption price, on and after the redemption
date, interest will cease to accrue on the notes or portions
thereof called for redemption. If less than all of the notes are
to be redeemed, the notes to be redeemed shall be selected by
lot by The Depository Trust Company, in the case of notes
represented by a global security, or by the trustee by a method
the trustee deems to be fair and appropriate, in the case of
notes that are not represented by a global security.
Redemption
for Changes in Withholding Taxes
Cooper US also will be entitled to redeem the notes under the
circumstances described in the accompanying prospectus under the
heading Description of Debt Securities and
Guarantees Redemption for Changes in Withholding
Taxes.
Sinking
Fund
The notes will not be entitled to any sinking fund.
Repurchase
at the Option of Holders Upon a Change of Control
If a change of control repurchase event occurs,
unless Cooper US has exercised its right to redeem the notes as
described above, Cooper US will make an offer to each holder of
notes to repurchase all or any part (in integral multiples of
$1,000) of that holders notes at a repurchase price in
cash equal to 101% of the aggregate principal amount of notes
repurchased plus any accrued and unpaid interest on the notes
repurchased to the date of purchase. Within 30 days
following any change of control repurchase event or, at Cooper
USs option, prior to any change of control, but after the
public announcement of the change of control, Cooper US will
mail a notice to each holder, with a copy to the trustee,
describing the transaction or transactions that constitute or
may constitute the change of control repurchase event and
offering to repurchase notes on the payment date specified in
the notice, which date will be no earlier than 30 days and
no later than 60 days from the date such notice is mailed.
The notice shall, if mailed prior to the date of consummation of
the change of control, state that the offer to purchase is
conditioned on the change of control repurchase event occurring
on or prior to the payment date specified in the notice. Cooper
US will comply with the requirements of
Rule 14e-1
under the Exchange Act and any other securities laws and
regulations under the Exchange Act to the extent those laws and
regulations are applicable in connection with the repurchase of
the notes as a result of a change of control repurchase event.
To the extent that the provisions of any securities
S-11
laws or regulations conflict with the change of control
repurchase event provisions of the notes, Cooper US will comply
with the applicable securities laws and regulations and will not
be deemed to have breached its obligations under the change of
control repurchase event provisions of the notes by virtue of
such conflict.
On the change of control repurchase event payment date, Cooper
US will, to the extent lawful:
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accept for payment all notes or portions of notes properly
tendered pursuant to its offer;
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deposit with the paying agent an amount equal to the aggregate
purchase price in respect of all notes or portions of notes
properly tendered pursuant to its offer; and
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deliver or cause to be delivered to the trustee the notes
properly accepted for purchase, together with an officers
certificate stating the aggregate principal amount of notes
being purchased by it.
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The paying agent will promptly mail to each holder of notes
properly tendered the purchase price for the notes, and the
trustee will promptly authenticate and mail (or cause to be
transferred by book-entry) to each holder a new note equal in
principal amount to any unpurchased portion of any notes
surrendered; provided that each new note will be in a principal
amount of $1,000 or an integral multiple of $1,000.
Cooper US will not be required to make an offer to repurchase
the notes upon a change of control repurchase event if a third
party makes such an offer in the manner, at the times and
otherwise in compliance with the requirements set forth in the
indenture for such an offer if made by Cooper US and such third
party purchases all notes properly tendered and not withdrawn
under such offer.
Below investment grade rating event means a decrease
in the ratings of the notes below investment grade (defined
below) by both rating agencies on any date from the date of the
public notice of an arrangement that could result in a change of
control until the end of the
60-day
period following the public notice of the occurrence of the
change of control (which period shall be extended so long as the
rating of the notes is under publicly announced consideration
for possible downgrade by either of the rating agencies);
provided that a below investment grade rating event otherwise
arising by virtue of a particular reduction in rating shall not
be deemed to have occurred in respect of a particular change of
control (and thus shall not be deemed a below investment grade
rating event for purposes of the definition of change of control
repurchase event) if the rating agencies making the reduction in
rating to which this definition would otherwise apply do not
announce or publicly confirm or inform the trustee in writing at
our request that the reduction was the result, in whole or in
part, of any event or circumstance comprised of or arising as a
result of, or in respect of, the applicable change of control
(whether or not the applicable change of control shall have
occurred at the time of the below investment grade rating event).
Change of control means the occurrence of any of the
following: (1) the direct or indirect sale, transfer,
conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of
all or substantially all of the assets of Cooper Parent and its
subsidiaries taken as a whole to any Person (defined below) or
group of Persons for purposes of Section 13(d) of the
Exchange Act other than Cooper Parent or one of its subsidiaries
or a person controlled by Cooper Parent or one of its
subsidiaries; (2) the consummation of any transaction
(including, without limitation, any merger or consolidation) the
result of which is that any Person becomes the beneficial owner
(within the meaning of
Rule 13d-3
under the Exchange Act), directly or indirectly, of more than
50% of the then outstanding number of shares of Cooper Parent
voting stock; or (3) the first day on which a majority of
the members of Cooper Parents Board of Directors are not
Continuing Directors.
Change of control repurchase event means the
occurrence of both a change of control and a below investment
grade rating event.
Continuing Directors means, as of any date of
determination, any member of the Board of Directors of Cooper
Parent who (1) was a member of such Board of Directors on
the date of the issuance of the notes; or (2) was nominated
for election or elected to such Board of Directors with the
approval of a majority of the Continuing Directors who were
members of such Board of Directors at the time of such
nomination or election (either by a specific vote or by approval
of Cooper Parents proxy statement in which such member was
named as a nominee for election as a director, without objection
to such nomination).
S-12
Investment grade means a rating of Baa3 or better by
Moodys (or its equivalent under any successor rating
categories of Moodys); a rating of BBB- or better by
S&P (or its equivalent under any successor rating
categories of S&P); and the equivalent investment grade
credit rating from any additional rating agency (defined below)
or rating agencies selected by us.
Moodys means Moodys Investors Service,
Inc.
Person has the meaning set forth in the indenture
and includes a person as used in
Section 13(d)(3) of the Exchange Act.
Rating agency means (1) each of Moodys
and S&P; and (2) if either of Moodys or S&P
ceases to rate the notes or fails to make a rating of the notes
publicly available for reasons outside of our control, a
nationally recognized statistical rating
organization within the meaning of
Rule 15c3-1(c)(2)(vi)(F)
under the Exchange Act, selected by us (as certified by a
resolution of our board of directors) as a replacement agency
for Moodys or S&P, or both, as the case may be.
S&P means Standard & Poors
Ratings Services, a division of McGraw-Hill, Inc.
Voting stock of any specified Person as of any date
means the capital stock of such person that is at the time
entitled to vote generally in the election of the board of
directors of such person.
Defeasance
The notes are subject to defeasance under the conditions set
forth in the indenture and described under Description of
Debt Securities and Guarantees Defeasance in
the accompanying prospectus. In addition to the release of
restrictive covenants described in the accompanying prospectus,
Cooper US and the Guarantors may also, at their option, be
released from the restrictive covenants described above in
Repurchase at the Option of Holders Upon
Change of Control, subject to the conditions set forth in
the indenture and described under Description of Debt
Securities and Guarantees Defeasance in the
accompanying prospectus.
Book-Entry
System
The notes will be issued in the form of one or more fully
registered global notes which will be deposited with, or on
behalf of, The Depository Trust Company (DTC),
New York, New York, and registered in the name of
Cede & Co., as nominee of DTC. Unless and until
exchanged, in whole or in part, for notes in definitive
registered form, a global note may not be transferred except as
a whole by the depositary for such global note to a nominee of
such depositary, by a nominee of such depositary to such
depositary or another nominee of such depositary or by such
depositary or any such nominee to a successor of such depositary
or a nominee of such successor.
Purchases of the notes within the DTC system must be made by or
through direct participants, which will receive a credit for the
notes on DTCs records. The ownership interest of each
beneficial owner of the notes will be recorded on the direct and
indirect participants records. Beneficial owners will not
receive written confirmation from DTC of their purchases, but
beneficial owners are expected to receive written confirmations
providing details of the transactions, as well as periodic
statements of their holdings, from the direct or indirect
participants through which the beneficial owners entered into
the transaction. Transfers of ownership interests in the notes
are to be accomplished by entries made on the books of
participants acting on behalf of beneficial owners.
To facilitate subsequent transfers, all notes deposited by
participants with DTC are registered in the name of DTCs
nominee, Cede & Co. The deposit of the notes with DTC
and their registration in the name of Cede & Co.
effect no change in beneficial ownership. DTC has no knowledge
of the actual beneficial owners of the notes. DTCs records
reflect only the identity of the direct participants to whose
accounts such notes are credited, which may or may not be the
beneficial owners. The participants will remain responsible for
keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants
and by direct and indirect participants to beneficial owners
will be governed by
S-13
arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Cooper US will make payments due on the notes to
Cede & Co., as nominee of DTC, in immediately
available funds. DTCs practice is to credit direct
participants accounts, upon DTCs receipt of funds
and corresponding detailed information, on the relevant payment
date in accordance with their respective holdings shown on
DTCs records. Payments by participants to beneficial
owners will be governed by standing instructions and customary
practices, as is the case with securities held for the account
of customers in bearer form or registered in street
name, and will be the responsibility of such participant
and not our responsibility or DTCs, subject to any
statutory or regulatory requirements as may be in effect from
time to time. Payment to Cede & Co. is our
responsibility. Disbursement of such payments to direct
participants is the responsibility of Cede & Co.
Disbursement of such payments to the beneficial owners is the
responsibility of direct and indirect participants.
Except as provided herein, a beneficial owner of an interest in
a global note will not be entitled to receive physical delivery
of the notes. Accordingly, each beneficial owner must rely on
the procedures of DTC to exercise any rights under the notes.
The laws of some jurisdictions require that certain purchasers
of securities take physical delivery of securities in definitive
form. Such laws may impair the ability to transfer beneficial
interests in a global note.
As long as the depositary, or its nominee, is the registered
holder of a global note, the depositary or such nominee will be
considered the sole owner and holder of the notes represented
thereby for all purposes under the notes and the indenture.
Except in the limited circumstances referred to below, owners of
beneficial interests in a global note will not be entitled to
have such global note or any notes represented thereby
registered in their names, will not receive or be entitled to
receive physical delivery of certificated notes in exchange for
the global note and will not be considered to be the owners or
holders of such global note or any notes represented thereby for
any purpose under the notes or the indenture. Accordingly, each
person owning a beneficial interest in such global note must
rely on the procedures of the depositary and, if such person is
not a participant, on the procedures of the participant through
which such person owns its interest to exercise any rights of a
holder under the indenture.
If the depositary for a global note representing notes is at any
time unwilling or unable to continue as depositary and a
successor depositary is not appointed by us within 90 days,
we will issue notes in definitive form in exchange for such
global note. In addition, we may at any time and in our sole
discretion determine not to have the notes represented by one or
more global notes and, in such event, we will issue the notes in
definitive form in exchange for all of the global notes
representing the notes. Finally, if an event of default, or an
event which with the giving of notice or lapse of time or both
would constitute an event of default, with respect to the notes
represented by a global note has occurred and is continuing,
then we will issue notes in definitive form in exchange for all
of the global notes representing the notes.
DTC is a limited-purpose trust company organized under the New
York Banking Law, a banking organization within the
meaning of the New York Banking Law, a member of the Federal
Reserve System, a clearing corporation within the
meaning of the New York Uniform Commercial Code and a
clearing agency registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC was
created to hold securities of its participants and to facilitate
the clearance and settlement of securities transactions, such as
transfers and pledges, among its participants in such securities
through electronic computerized book-entry changes in accounts
of the participants, thereby eliminating the need for physical
movement of securities certificates. DTCs participants
include securities brokers and dealers (including the
underwriters), banks, trust companies, clearing corporations and
certain other organizations, some of whom own DTC. Access to
DTCs book-entry system is also available to others, such
as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a participant,
either directly or indirectly. The rules applicable to DTC and
its participants are on file with the Securities and Exchange
Commission.
Although DTC has agreed to the procedures provided above in
order to facilitate transfers, it is under no obligation to
perform these procedures, and these procedures may be modified
or discontinued at any time.
S-14
MATERIAL
U.S. FEDERAL INCOME TAX CONSIDERATIONS
United
States
THIS SUMMARY IS OF A GENERAL NATURE AND IS INCLUDED HEREIN
SOLELY FOR INFORMATION PURPOSES. THIS SUMMARY IS NOT INTENDED TO
BE, AND SHOULD NOT BE, CONSTRUED TO BE LEGAL OR TAX ADVICE. NO
REPRESENTATION WITH RESPECT TO THE CONSEQUENCES TO ANY
PARTICULAR PURCHASER OF THE NOTES IS MADE. PROSPECTIVE
PURCHASERS SHOULD CONSULT THEIR OWN ADVISORS WITH RESPECT TO
THEIR PARTICULAR CIRCUMSTANCES.
The following is a summary of certain United States federal
income tax considerations relevant to U.S. Holders and
Non-U.S. Holders
(both as defined below) relating to the purchase (at the
original issue price), ownership and disposition of the notes.
This summary is based upon current provisions of the Internal
Revenue Code of 1986, as amended (the Internal Revenue
Code), existing and proposed Treasury Regulations
promulgated thereunder, rulings, pronouncements, judicial
decisions and administrative interpretations of the Internal
Revenue Service, all as in effect on the date hereof, and all of
which are subject to change, possibly on a retroactive basis, at
any time by legislative, judicial or administrative action. We
cannot assure you that the Internal Revenue Service will not
challenge the conclusions stated below, and no ruling from the
Internal Revenue Service or an opinion of counsel has been (or
will be) sought on any of the matters discussed below.
The following summary does not purport to be a complete analysis
of all the potential U.S. federal income tax considerations
relating to the purchase, ownership, and disposition of the
notes. Without limiting the generality of the foregoing, this
summary does not address the effect of any special rules
applicable to certain types of beneficial owners, including,
without limitation, dealers in securities or currencies,
insurance companies, financial institutions, thrifts, regulated
investment companies, tax-exempt entities, U.S. Holders
whose functional currency is not the U.S. dollar,
U.S. expatriates, persons who hold notes as part of a
straddle, hedge, conversion or constructive sale transaction, or
other risk reduction or integrated investment transaction,
investors in securities that elect to use a mark-to-market
method of accounting for their securities holdings, persons
liable for alternative minimum tax, individual retirement
accounts or qualified pension plans, controlled foreign
corporations, passive foreign investment companies, or investors
in pass through entities, including partnerships and Subchapter
S corporations. In addition, this summary is limited to
holders who are the initial purchasers of the notes at their
original issue price and hold the notes as capital assets within
the meaning of Section 1221 of the Internal Revenue Code.
This summary does not address the effect of any U.S. state
or local income or other tax laws, any U.S. federal estate
and gift tax laws, or any foreign tax laws.
If a partnership holds notes, the tax treatment of a partner
will generally depend on the tax status of the partner and the
tax treatment of the partnership. A partner of a partnership
holding notes should consult its tax advisors.
Treasury Department Circular 230. To ensure
compliance with Treasury Department Circular 230, each holder
and/or
purchaser of a note is hereby notified that: (a) any
discussion of tax issues in this prospectus supplement is not
intended or written to be relied upon, and cannot be relied
upon, by a holder
and/or
purchaser for the purpose of avoiding penalties that may be
imposed on such holder
and/or
purchaser under applicable tax law; (b) such discussion is
included herein in connection with the promotion or marketing
(within the meaning of Circular 230) of the offer to sell
notes by the company; and (c) a holder
and/or
purchaser of a note should seek advice based on its particular
circumstances from an independent tax advisor.
U.S.
Holders
The term U.S. Holder means a beneficial owner
of a note that is:
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an individual who is a citizen of the United States or who is a
resident alien of the United States for U.S. federal income
tax purposes;
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S-15
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a corporation or other entity taxable for U.S. federal
income tax purposes as a corporation created or organized in or
under the laws of the United States, any state thereof or the
District of Columbia;
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an estate the income of which is subject to U.S. federal
income taxation regardless of its source; or
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a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one
or more United States persons have the authority to control all
substantial decisions of the trust, or if a valid election is in
effect under applicable Treasury Regulations to be treated as a
United States person.
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Taxation of Interest We do not intend to
issue the notes at a discount that will exceed a de minimis
amount of original issue discount. Accordingly, interest on
a note will generally be includable in income of a
U.S. Holder as ordinary income at the time a
U.S. Holder receives the interest or the interest accrues,
in accordance with the U.S. Holders regular method of
accounting for U.S. federal income tax purposes.
Sale, Exchange, or Retirement of a Note A
U.S. Holder will generally recognize capital gain or loss
on a sale, exchange, redemption, retirement or other taxable
disposition of a note measured by the difference, if any,
between:
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the amount of cash and the fair market value of any property
received, except to the extent that the cash or other property
received in respect of a note is attributable to accrued
interest on the note not previously included in income, which
amount will be taxable as ordinary income; and
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the U.S. Holders adjusted tax basis in the note
(which generally will equal the cost of the note to such U.S.
Holder).
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Such capital gain or loss will be treated as a long-term capital
gain or loss if, at the time of the sale or exchange, the note
has been held by the U.S. Holder for more than one year;
otherwise, the capital gain or loss will be short-term.
Non-corporate taxpayers may be subject to a lower federal income
tax rate on their net long-term capital gains than the tax rate
applicable to ordinary income. U.S. Holders are subject to
certain limitations on the deductibility of their capital
losses. U.S. Holders of notes should consult their tax
advisors regarding the treatment of capital gains and losses.
In addition, under certain circumstances, a U.S. holder
will recognize capital gain or loss on the defeasance of a note.
Information Reporting and Backup Withholding
U.S. Holders of notes may be subject, under certain
circumstances, to information reporting and backup withholding
(currently at a rate of 28%) on payments of interest, principal,
gross proceeds from disposition of notes, and redemption
premium, if any. Backup withholding applies if, among other
things, the U.S. Holder:
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fails to furnish its social security or other taxpayer
identification number and to certify that such number is correct;
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furnishes an incorrect taxpayer identification number;
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fails to report interest properly; or
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fails, under certain circumstances, to provide a certified
statement, signed under penalty of perjury, that the
U.S. Holder is not subject to backup withholding.
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Backup withholding is not an additional tax. Any amount withheld
from a payment to a U.S. Holder under the backup
withholding rules is allowable as a credit against such
U.S. Holders U.S. federal income tax liability
and may entitle such U.S. Holder to a refund provided such
U.S. Holder timely furnishes the required information to
the Internal Revenue Service. Certain persons are exempt from
backup withholding, including corporations and financial
institutions. U.S. Holders of notes should consult their
tax advisors as to their qualification for exemption from backup
withholding and the procedure for obtaining such exemption. We
cannot refund amounts once withheld.
S-16
We will furnish annually to the Internal Revenue Service, and to
record holders of the notes to whom we are required to furnish
such information, information relating to the amount of interest
and other payments, and the amount of backup withholding, if
any, with respect to applicable payments made in connection with
the notes.
Non-U.S.
Holders
The following summary is limited to the U.S. federal income
tax consequences relevant to a beneficial owner of a note who is
not classified for U.S. federal income tax purposes as a
partnership or as a disregarded entity and who is
not a U.S. Holder (a
Non-U.S. Holder).
In the case of a
Non-U.S. Holder
who is an individual, the following summary assumes that such
individual was not formerly a United States citizen, and was not
formerly a resident of the United States for U.S. federal
income tax purposes.
Taxation of Interest Subject to the summary
of backup withholding rules below, payments of interest on a
note to any
Non-U.S. Holder
will not generally be subject to U.S. federal income or
withholding tax provided we or the person otherwise responsible
for withholding U.S. federal income tax from payments on
the notes receives a required certification (in the form
provided below) from the
Non-U.S. Holder
(as discussed below) and the
Non-U.S. Holder
is not:
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an actual or constructive owner of 10% or more of the total
combined voting power of all our voting stock;
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a controlled foreign corporation related, directly or
indirectly, to us through stock ownership;
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a bank receiving interest described in Section 881(c)(3)(A)
of the Internal Revenue Code;
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receiving such interest as contingent interest within the
meaning of the portfolio debt provisions; or
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receiving such interest payments as income effectively connected
with the conduct by the
Non-U.S. Holder
of a trade or business within the United States.
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In order to satisfy the certification requirement, the
Non-U.S. Holder
must provide a properly completed Internal Revenue Service
Form W-8BEN
(or the appropriate successor form) under penalties of perjury
that provides the
Non-U.S. Holders
name and address and certifies that the
Non-U.S. Holder
is not a U.S. person. Alternatively, in a case where a
security clearing organization, bank or other financial
institution holds the notes in the ordinary course of its trade
or business on behalf of the
Non-U.S. Holder,
certification requires that we or the person who otherwise would
be required to withhold U.S. federal income tax receive
from the financial institution a certification (an Internal
Revenue Service
Form W-8IMY
(or the appropriate successor form)) under penalties of perjury
that a properly completed Internal Revenue Service
Form W-8BEN
(or the appropriate successor form) has been received by it, or
by another such financial institution, from the
Non-U.S. Holder,
and a copy of such a form is furnished to the payor. Special
rules apply to foreign partnerships, estates and trusts, and in
certain circumstances, certifications as to foreign status of
partners, trust owners, or beneficiaries may be required to be
provided to our paying agent or to us. In addition, special
rules apply to payments made through a qualified intermediary,
which must provide a certificate to us under penalties of
perjury on Internal Revenue Service
Form W-8IMY
(or the appropriate successor form).
A
Non-U.S. Holder
that does not qualify for exemption from withholding under the
preceding paragraphs generally will be subject to withholding of
U.S. federal income tax at the rate of 30%, or lower
applicable treaty rate (provided such
Non-U.S.
Holder certifies under penalties of perjury on a properly
completed Internal Revenue Service
Form W-8BEN
that an exemption from or redirection in withholding applies
under an applicable tax treaty), on payments of interest on the
notes that are not effectively connected with the conduct by the
Non-U.S. Holder
of a trade or business in the United States.
S-17
If the payments of interest on a note are effectively connected
with the conduct by a
Non-U.S. Holder
of a trade or business in the United States (or, in the event
that an income tax treaty is applicable, if the payments of
interest are attributable to a U.S. permanent establishment
maintained by the
Non-U.S. Holder),
such payments will be subject to U.S. federal income tax on
a net basis at the rates applicable to U.S. persons
generally. If the
Non-U.S. Holder
is a corporation for U.S. federal income purposes, such
payments also may be subject to a branch profits tax at the rate
of 30%, or lower applicable treaty rate. If payments are subject
to U.S. federal income tax on a net basis in accordance
with the rules described in the preceding two sentences, such
payments will not be subject to U.S. withholding tax so
long as the holder provides us, or the person who otherwise
would be required to withhold U.S. federal income tax, with
the appropriate certification on Internal Revenue Service
Form W-8ECI
(or the appropriate successor form).
Non-U.S. Holders
should consult their tax advisors regarding any applicable
income tax treaties, which may provide for a lower rate of
withholding tax, exemption from or reduction of branch profits
tax, or other rules different from those described above.
Sale, Exchange, or Disposition Subject to the
summary of backup withholding rules below, any gain realized by
a
Non-U.S. Holder
on the sale, exchange, retirement or other disposition of a note
generally will not be subject to U.S. federal income tax,
unless:
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such gain is effectively connected with the conduct by such
Non-U.S. Holder
of a trade or business within the United States (or, in the
event that an income tax treaty is applicable, such gain is
attributable to a U.S. permanent establishment maintained
by the
Non-U.S. Holder); or
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the
Non-U.S. Holder
is an individual who is present in the United States for
183 days or more in the taxable year of the disposition and
certain other conditions are satisfied.
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Information Reporting and Backup Withholding
Any payments of interest on the notes to a
Non-U.S. Holder
will generally be reported to the Internal Revenue Service and
to the
Non-U.S. Holder.
Copies of these information returns also may be made available
under the provisions of a specific treaty or other agreement to
the tax authorities of the country in which the
Non-U.S. Holder
resides.
The backup withholding tax and certain additional information
reporting generally will not apply to payments of interest with
respect to which either the requisite certification, as
described above, has been received or an exemption otherwise has
been established, provided that neither we nor the person who
otherwise would be required to withhold U.S. federal income
tax has actual knowledge or reason to know that the holder is,
in fact, a United States person or that the conditions of any
other exemption are not, in fact, satisfied.
The payment of proceeds from the disposition of the notes by or
through the United States office of any broker, U.S. or
foreign, will be subject to information reporting and backup
withholding unless the
Non-U.S. Holder
certifies as to its
non-U.S. status
under penalties of perjury or otherwise establishes an
exemption, provided that the broker does not have actual
knowledge or reason to know that the holder is a
U.S. person or that the conditions of any other exemption
are not, in fact, satisfied. The payment of proceeds from the
disposition of the notes by or through a
non-U.S. office
of a
non-U.S. custodian,
nominee, broker or agent will not be subject to information
reporting or backup withholding unless the
non-U.S. broker
has certain types of relationships with the United States (a
U.S. related person). In the case of the
payment of the proceeds from the disposition of the notes by or
through a
non-U.S. office
of a custodian, nominee, broker or agent that is either a United
States person or a U.S. related person, the Treasury
Regulations require information reporting, but not backup
withholding, on the payment unless the payor has documentary
evidence in its files that the beneficial owner is a
Non-U.S. Holder
and the broker has no knowledge or reason to know to the
contrary.
Backup withholding is not an additional tax. Any amounts
withheld under the backup withholding rules may be refunded or
credited against the
Non-U.S. Holders
U.S. federal income tax liability provided such
Non-U.S. Holder
timely furnishes the required information to the Internal
Revenue Service. We cannot refund amounts once withheld.
S-18
THE PRECEDING SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX
CONSEQUENCES IS FOR GENERAL INFORMATION ONLY AND IS NOT LEGAL OR
TAX ADVICE. ACCORDINGLY, PROSPECTIVE PURCHASERS SHOULD CONSULT
THEIR OWN ADVISORS ON THE U.S. FEDERAL, STATE, LOCAL, AND
FOREIGN TAX CONSEQUENCES OF THEIR PURCHASE, OWNERSHIP, AND
DISPOSITION OF THE NOTES, AND ON THE CONSEQUENCES OF ANY CHANGES
IN APPLICABLE LAW.
Bermuda
Taxation
Under current law, no income, withholding or other taxes or
stamp, registration or other duties are imposed in Bermuda or
payments made by Cooper Parent in respect of the notes.
S-19
UNDERWRITING
Subject to the terms and conditions contained in an underwriting
agreement, Cooper US has agreed to sell to the underwriters, for
whom Deutsche Bank Securities Inc., J.P. Morgan Securities
Inc. and UBS Securities LLC are acting as representatives, and
these underwriters severally have agreed to purchase from Cooper
US, the principal amount of the notes listed opposite their
names below:
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Principal
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Amount of
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Notes
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Deutsche Bank Securities Inc.
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$
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76,000,000
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J.P. Morgan Securities Inc.
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76,000,000
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UBS Securities LLC
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76,000,000
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ANZ Securities, Inc.
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9,000,000
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Banc of America Securities LLC
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9,000,000
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BNY Capital Markets, Inc.
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9,000,000
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Citigroup Global Markets Inc.
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9,000,000
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Greenwich Capital Markets Inc.
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9,000,000
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PNC Capital Markets LLC
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9,000,000
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Wachovia Capital Markets, LLC
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9,000,000
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The Williams Capital Group, L.P.
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9,000,000
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Total
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$
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300,000,000
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The underwriters have agreed to purchase all of the notes sold
pursuant to the underwriting agreement if any of such notes are
purchased. If an underwriter defaults, the underwriting
agreement provides that the purchase commitments of the
non-defaulting underwriters may be increased or the underwriting
agreement may be terminated.
Cooper US and the Guarantors have agreed to indemnify the
underwriters against certain liabilities, including liabilities
under the Securities Act, or to contribute to payments the
underwriters may be required to make in respect of those
liabilities.
The underwriters are offering the notes, subject to prior sale,
when, as and if issued to and accepted by them, subject to
approval of legal matters by their counsel, including the
validity of the notes and the guarantees, and other conditions
contained in the underwriting agreement, such as the receipt by
the underwriters of officers certificates and legal
opinions. The underwriters reserve the right to withdraw, cancel
or modify offers to the public and to reject orders in whole or
in part.
Commissions
and Discounts
The underwriters have advised Cooper US that they propose
initially to offer the notes to the public at the public
offering prices on the cover page of this prospectus supplement,
and to dealers at such price less a concession not in excess of
0.375% of the principal amount of the notes. The underwriters
may allow, and the dealers may reallow, a discount not in excess
of 0.250% of the principal amount of the notes to other dealers.
After the initial public offering, the public offering price,
concessions and discounts may be changed.
The following table summarizes the compensation to be paid by
Cooper US to the underwriters.
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Per Note
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Total
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Underwriting discount paid by Cooper US
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.625%
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$
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1,875,000
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The expenses of the offering, not including the underwriting
discount, are estimated to be $525,000 and are payable by Cooper
US.
S-20
New Issue
of Notes
The notes are a new issue of securities with no established
trading market. Cooper US does not intend to apply for listing
of the notes on any national securities exchange or for
quotation of the notes on any automated dealer quotation system.
Cooper US has been advised by the underwriters that they
presently intend to make a market in the notes after completion
of the offering. However, they are under no obligation to do so
and may discontinue any market-making activities at any time
without any notice. Cooper US cannot assure the liquidity of the
trading markets for the notes or that an active public market
for the notes will develop. If an active public trading market
for the notes does not develop, the market price and liquidity
of the notes may be adversely affected.
Price
Stabilization and Short Positions
In connection with the offering, the underwriters are permitted
to engage in transactions that stabilize the market price of the
notes. Such transactions consist of bids or purchases to peg,
fix or maintain the price of the notes. If the underwriters
create a short position in the notes in connection with the
offering, i.e., if they sell more notes than are on the cover
page of this prospectus supplement, the underwriters may reduce
that short position by purchasing notes in the open market.
Purchases of a security to stabilize the price or to reduce a
short position could cause the price of the security to be
higher than it might be in the absence of such purchases.
Neither Cooper US nor any of the underwriters makes any
representation or prediction as to the direction or magnitude of
any effect that the transactions described above may have on the
price of the notes. In addition, neither we nor any of the
underwriters makes any representation that the underwriters will
engage in these transactions or that these transactions, once
commenced, will not be discontinued without notice.
Other
Relationships
Some of the underwriters and their affiliates have engaged in,
and may in the future engage in, investment banking, commercial
banking and other commercial dealings with us in the ordinary
course of business.
LEGAL
MATTERS
Certain legal matters in connection with the offering of the
notes, including their validity and the validity of certain
guarantees of the notes, will be passed upon for us by
Fulbright & Jaworski L.L.P., Houston, Texas. Certain
legal matters in connection with Bermuda law, including the
validity of the guarantee of the notes by Cooper Parent, will be
passed upon by Appleby, Hamilton, Bermuda. Mayer Brown LLP,
Chicago, Illinois, will pass upon certain legal matters for the
underwriters in connection with this offering.
EXPERTS
The consolidated financial statements of Cooper Industries, Ltd.
appearing in Cooper Industries, Ltd.s Annual Report
(Form 10-K)
for the year ended December 31, 2007, and the effectiveness
of Cooper Industries, Ltd.s internal control over
financial reporting as of December 31, 2007, 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.
S-21
PROSPECTUS
Cooper US, Inc.
DEBT SECURITIES
Guaranteed by Cooper
Industries, Ltd.
and specified principal
subsidiaries
Cooper US, Inc., a subsidiary of Cooper Industries, Ltd., may
offer from time to time debt securities consisting of notes,
debentures or other evidences of indebtedness. Cooper US, Inc.
may offer these debt securities in amounts, at prices and on
terms to be determined in light of market conditions at the time
of sale and set forth in a prospectus supplement. The debt
securities will be guaranteed by Cooper Industries, Ltd. and may
be guaranteed by specified principal subsidiaries of Cooper
Industries, Ltd.
Cooper US, Inc. may sell the debt securities directly, through
agents designated from time to time or to or through
underwriters or dealers. See Plan of Distribution.
If any underwriters are involved in the sale of any debt
securities in respect of which this prospectus is being
delivered, the names of such underwriters and any applicable
commissions or discounts will be set forth in a prospectus
supplement. The net proceeds to Cooper US, Inc. from such sale
also will be set forth in a prospectus supplement. This
prospectus may not be used to consummate sales of the debt
securities of Cooper US, Inc. unless accompanied by a prospectus
supplement.
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 debt 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 June 13, 2007.
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.
TABLE OF
CONTENTS
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i
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 US,
Inc. may sell, at any time and from time to time, in one or more
offerings, the debt 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, Ltd. (a Bermuda company) and
its consolidated subsidiaries, including Cooper US, Inc.
Cooper Parent refers only to Cooper Industries, Ltd.
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 cost reduction programs, potential
liability exposure resulting from Federal-Mogul
Corporations bankruptcy filing, and any statements
regarding future revenues, earnings, cash flows and
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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the condition of the U.S. economy and European, Latin
American and Asian markets;
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spending on commercial and residential construction and by
utilities;
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worldwide energy-related project spending;
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demand for products in the electronics and telecommunications
markets;
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changes in raw material, transportation and energy costs;
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changes in the mix of products sold;
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industry competition;
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the resolution of the Federal-Mogul bankruptcy proceedings;
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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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magnitude of any disruptions from manufacturing rationalizations
and the implementation of the enterprise business system;
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the timing and amount of any share repurchases;
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changes in financial markets including currency exchange rate
fluctuations;
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changes in tax laws, regulations and treaties;
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mergers and acquisitions and their integration with us; and
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risks related to changing legal and regulatory requirements and
changing market, economic and political conditions in the
countries in which we operate.
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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. You can inspect
and copy, at prescribed rates, these reports, proxy statements
and other information at the public reference facilities of the
SEC, 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330
for further information on its public reference room. The SEC
also maintains a website that contains reports, proxy statements
and other information regarding registrants that file
electronically with the SEC at
http://www.sec.gov.
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 Investor Center on our website
(www.cooperindustries.com/common/investorcenter). 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 directly 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 Guarantee. 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 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
2
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, 2006;
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Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2007;
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Current Reports on
Form 8-K
filed on January 19, 2007, February 16, 2007,
April 30, 2007 and May 22, 2007; and
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All documents filed 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.
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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, Ltd.
Attn: Corporate Secretary
P.O. Box 4446
Houston, Texas 77210
(713) 209-8400
ENFORCEMENT
OF JUDGMENTS AND SERVICE OF PROCESS
Cooper Parent is an exempted company incorporated with limited
liability under the laws of Bermuda. 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. Federal 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 Bermuda counsel, Appleby,
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 Bermuda. Cooper Parent has also
been advised by Appleby that a final and conclusive judgment
obtained in a court of competent jurisdiction in the United
States under which a sum of money is payable (not being a sum
payable in respect of taxes or other charges of a like nature,
in respect of a fine or other penalty, or in respect of multiple
damages as defined in The Protection of Trading Interests Act
1981) may be the subject of enforcement proceedings in the
Supreme Court of Bermuda under the common law doctrine of
obligation by action on the debt evidenced by such competent
foreign courts judgment. A final opinion as to the
availability
3
of this remedy would be sought from Bermuda counsel when the
facts surrounding the foreign courts judgment are known,
but, on general principles, such proceedings are expected to be
successful, provided that:
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the court that gave the judgment was competent to hear the
action in accordance with private international law principles
as applied by the courts in Bermuda; and
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the judgment is not contrary to public policy in Bermuda, was
not obtained by fraud or in proceedings contrary to natural
justice of Bermuda and is not based on an error in Bermuda law.
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A Bermuda court may impose civil liability on Cooper Parent or
its directors or officers in a suit brought in the Supreme Court
of Bermuda against Cooper Parent or such persons with respect to
facts that constitute a violation of U.S. federal
securities laws, provided that the facts surrounding such
violation would constitute or give rise to a cause of action
under Bermuda law.
ABOUT
COOPER INDUSTRIES, LTD.
We are a diversified, worldwide manufacturing company doing
business in two business segments: Electrical Products and
Tools. We currently have over 100 manufacturing facilities and
approximately 31,000 employees in the United States and
more than 20 other countries.
Electrical
Products
Our Electrical Products segment produces, markets and sells
electrical and electronic distribution and circuit protection
products and lighting fixtures for use in residential,
commercial and industrial construction, maintenance and repair.
In addition, the segment produces and markets products for use
by utilities and industries for primary electrical power
distribution and control. 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
fuses;
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Cooper Power
Systems®
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;
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Cooper Wiring
Devices®
electrical connection and control products;
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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
Lighting®,
Fail-Safe®,
Halo®
and
Metalux®
lighting fixtures; and
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Cooper
Menviertm
emergency lighting and fire detection systems.
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Tools
Our Tools segment produces, markets and sells tools and hardware
items for use in residential, commercial and industrial
construction, maintenance and repair, and for general industrial
and consumer use. Some of this segments major products
include:
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Campbell®
chain products;
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Crescent®
pliers and wrenches;
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Lufkin®
measuring tapes;
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Nicholson®
files and saws;
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Weller®
soldering equipment;
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Wiss®
scissors;
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Xcelite®
screwdrivers; and
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Buckeye®,
Cleco®,
DGDtm,
Dotco®
and Master
Power®
power tools.
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Our executive offices are located 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 Parent, and Cooper US has the same
telephone number as Cooper Parent.
USE OF
PROCEEDS
Unless otherwise indicated in any applicable prospectus
supplement, Cooper US intends to apply any net proceeds that it
receives from the sale of debt securities to its 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, plus equity in earnings (losses) of
less than 50% owned companies. 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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Three Months
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Ended March 31,
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Year Ended December 31,
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2007
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2006
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2006
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2005
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2004
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2003
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2002
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Ratio of Earnings to Fixed Charges
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12.4
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11.0
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11.5
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7.5
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6.3
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5.0
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4.1x
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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 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 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.
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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
will allow 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.
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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, the wholly-owned,
indirect subsidiaries of Cooper Parent that are considered the
principal domestic operating subsidiaries in our Electrical
Products segment. Such principal domestic operating subsidiaries
currently are as follows: Cooper B-Line, Inc., Cooper Bussmann,
Inc., Cooper Crouse-Hinds, LLC, Cooper Lighting, Inc., Cooper
Power Systems, Inc. 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 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,
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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;
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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 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; or
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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;
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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.
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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
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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 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.
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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
(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).
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.
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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
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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 of Cooper Parent and its Subsidiaries
at the end of the fiscal quarter immediately preceding that date.
Funded Debt means:
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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.
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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.
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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 the 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.
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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.
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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.
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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
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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.
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.
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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
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series. Cooper US and Cooper Parent must file annually with the
trustee a certificate of no default or specifying any default
that exists.
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.
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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.
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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
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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.
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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 will be the initial
trustee under the indenture. An affiliate of the initial 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.
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
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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
the 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, 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.
16
PLAN OF
DISTRIBUTION
Cooper US may sell the debt securities through underwriters,
through agents or dealers, directly to purchasers or any
combination of these. Any dealer or agent may be deemed to be an
underwriter within the meaning of the Securities Act. The
applicable prospectus supplement will disclose the terms
relating to a particular series of the debt securities,
including the name or names of any underwriters or agents, the
purchase price and the proceeds to Cooper US from the sale, any
underwriting discounts and other items constituting
underwriters compensation or commissions payable to
agents, the initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers, and any
securities exchanges on which the debt securities of the series
may be listed. If Cooper US uses an agent or agents in the sale,
the agent or agents will be acting on a best efforts basis
during their appointment.
If Cooper US uses underwriters in the sale, the underwriters
will acquire the debt securities for their own account and may
resell the debt securities in one or more transactions in the
future. The underwriters may resell the debt securities at a
fixed public offering price or at varying prices determined at
the time of sale, at market prices prevailing at the time of
sale, or at negotiated prices. The debt securities may be
offered to the public either through underwriting syndicates
represented by managing underwriters or by underwriters without
a syndicate. Unless otherwise described in the prospectus
supplement, the underwriters obligations to purchase debt
securities will be dependent on various conditions and the
underwriters will be obligated to purchase all the debt
securities of the series if any are purchased. Any initial
public offering price and any discounts or concessions allowed
or reallowed or paid to dealers may be changed.
Cooper US may authorize agents, underwriters or dealers to
solicit offers by specified institutions to purchase debt
securities from Cooper US at the public offering price shown in
the prospectus supplement under delayed delivery contracts
requiring payment and delivery on a specified future date. The
contracts will contain only those conditions shown in the
prospectus supplement, and the prospectus supplement will show
the commissions we will pay for solicitation of the contracts.
The underwriters and other persons soliciting the contracts will
have no responsibility for the validity or performance of the
contracts.
Cooper US may be required to indemnify agents, underwriters and
dealers against some civil liabilities, including liabilities
under the Securities Act, or to contribute to payments that the
agents, underwriters or dealers may be required to make for the
liabilities. Agents, dealers and underwriters may be customers
of, engage in transactions with, or perform services for, Cooper
US in the ordinary course of business.
LEGAL
MATTERS
Certain legal matters under U.S. law in connection with the
debt securities offered by this prospectus, including their
validity, will be passed upon for us by Fulbright &
Jaworski L.L.P., Houston, Texas and will be passed upon for any
agents, dealers or underwriters by counsel named in the
applicable prospectus supplement. Certain legal matters under
Bermuda law in connection with the debt securities offered by
this prospectus, including their validity and the validity of
the guarantee of the debt securities by Cooper Parent, will be
passed upon by Appleby.
EXPERTS
The consolidated financial statements of Cooper Industries, Ltd.
appearing in Cooper Industries, Ltds Annual Report
(Form 10-K)
for the year ended December 31, 2006 and Cooper Industries,
Ltd. managements assessment of the effectiveness of
internal control over financial reporting as of
December 31, 2006 included therein 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 and managements assessment are
incorporated herein by reference in reliance upon such reports
given on the authority of such firm as experts in accounting and
auditing.
17
$300,000,000
Cooper US, Inc.
5.45% Senior Notes due
2015
Fully and Unconditionally
Guaranteed by
Cooper Industries, Ltd.
(and specified subsidiaries)
Prospectus
Supplement
March 24, 2008
Joint Book-Running
Managers
Deutsche Bank
Securities
JPMorgan
UBS Investment Bank
ANZ Securities, Inc.
Banc of America Securities
LLC
BNY Capital Markets,
Inc.
Citi
PNC Capital Markets
LLC
RBS Greenwich Capital
Wachovia Securities
The Williams Capital Group,
L.P.