M&A - EMERSON ELECTRIC CO

Form Type: 8-K

Filing Date: 2025-03-12

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125008247

Filing Summary: On March 12, 2025, Emerson Electric Co. completed the acquisition of Aspen Technology, Inc. through a Merger Agreement. A tender offer commenced on February 10, 2025, with Emerson's subsidiary, Emersub CXV, Inc., offering to purchase shares of AspenTech at a price of $265 per share. The offer expired on March 11, 2025, with 19,479,909 shares validly tendered, representing approximately 72% of the outstanding shares. Following the tender offer, all remaining conditions of the Merger were satisfied, resulting in the merger where AspenTech became the surviving entity and each outstanding share was converted to receive the Offer Price in cash, subject to applicable taxes.

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Form Type: S-8

Filing Date: 2025-03-12

Corporate Action: Merger

Type: New

Accession Number: 000095010325003333

Filing Summary: Emerson Electric Co. is filing a registration statement on Form S-8 to register up to 1,102,162 shares of its common stock related to awards from the Aspen Technology, Inc. 2022 Omnibus Incentive Plan. This follows the assumption of unvested awards granted under this plan due to the completion of the merger with Aspen Technology, Inc., finalized as per the Merger Agreement dated January 26, 2025. The awards were converted into Emerson common stock equivalents at a specified exchange ratio, allowing participants to hold Emerson Awards under equivalent terms and conditions.

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Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125007760

Filing Summary: On March 7, 2025, Emerson Electric Co. announced an extension of a tender offer regarding its proposed acquisition of Aspen Technology, Inc. The acquisition was initiated through an Agreement and Plan of Merger signed on January 26, 2025, which includes Emerson Electric, Aspen Technology, and Emersub CXV, Inc. As part of the process, Emerson's Purchaser commenced a tender offer on February 10, 2025, to purchase all outstanding shares of AspenTech's common stock at a price of $265 per Share. The initial expiration date, originally set for March 10, 2025, has been extended to March 11, 2025, due to a letter agreement executed on March 7, 2025, between the involved parties. The document details conditions under which the tender offer might be extended further, pending the satisfaction of specific requirements.

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Form Type: 8-K

Filing Date: 2025-03-04

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125006938

Filing Summary: On March 4, 2025, Emerson Electric Co. completed a public offering of €500,000,000 aggregate principal amount of 3.000% Notes due 2031 and €500,000,000 aggregate principal amount of 3.500% Notes due 2037, along with $500,000,000 aggregate principal amount of 5.000% Notes due 2035. The net proceeds from this transaction, approximately $1,536.7 million, are intended for general corporate purposes including the repayment of commercial paper borrowings and funding part of the acquisition of Aspen Technology, Inc. The notes are senior unsecured obligations and the Company may redeem any or all of the Notes prior to maturity. The offering was made under the Registration Statement on Form S-3. The completed acquisition of AspenTech, not already owned by Emerson or its affiliates, remains subject to satisfaction of conditions that are not guaranteed to be timely met.

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Form Type: 8-K

Filing Date: 2025-02-28

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125006525

Filing Summary: On February 25, 2025, Emerson Electric Co. entered into a pricing agreement for a public offering of €500,000,000 in 3.000% Notes due 2031 and €500,000,000 in 3.500% Notes due 2037, alongside a U.S. Dollar offering of $500,000,000 in 5.000% Notes due 2035. The closing of these offerings is anticipated on March 4, 2025. The net proceeds, estimated to be around $1.536.7 million, are planned for general corporate purposes, to repay commercial paper borrowings, and to fund a portion of the purchase price of the acquisition of Aspen Technology, Inc.'s outstanding common stock not already owned by Emerson or its affiliates. The document outlines agreements made with various financial institutions for underwriting these notes and mentions the preparation for listing them on the New York Stock Exchange.

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Form Type: CORRESP

Filing Date: 2025-02-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036125006353

Filing Summary: Emerson Electric Co. has filed a response to the comments made by the SEC regarding their Schedule TO-T/A for the acquisition of Aspen Technology, Inc. This involves an amendment that includes necessary changes reflecting the SEC's comments. The letter acknowledges the SEC's prior observations and reiterates the commitment to timely filings concerning beneficial ownership. Emerson plans to expand its commercial paper program to $7 billion to finance the shares offered in connection with the merger, aided by a separate $3 billion 364-Day Back-Up Credit Facility established for liquidity and corporate purposes. Additionally, the company intends to issue approximately €1 billion in Euro Notes and $500 million in Dollar Notes to fund its obligations related to the merger and improve liquidity.

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Form Type: 424B5

Filing Date: 2025-02-27

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125006311

Filing Summary: Emerson Electric Co. is offering €500 million in aggregate principal amount of 3.000% Notes due 2031 and €500 million of 3.500% Notes due 2037, intended for general corporate purposes, including financing a proposed acquisition of Aspen Technology, Inc. ('AspenTech'). The acquisition involves Emerson acquiring all common stock of AspenTech not already owned, approximately worth $7.2 billion. This acquisition is part of a tender offer at a price of $265.00 per share. The financing for the acquisition will also involve additional commercial paper borrowings and is not conditional upon the completion of the acquisition. The offering is outlined in a prospectus supplement filed pursuant to Rule 424(b)(5).

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Form Type: 424B5

Filing Date: 2025-02-27

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125006320

Filing Summary: On January 26, 2025, Emerson Electric Co. entered into an agreement to acquire all outstanding shares of common stock of Aspen Technology, Inc. not already owned by Emerson for $265.00 per share in cash, totaling approximately $7.2 billion. This transaction will be financed through cash on hand, commercial paper borrowings, and proceeds from an offering of 5.000% Notes due 2035 and a separate Euro Notes offering. Emerson currently owns about 57.4% of AspenTech's shares. Completion of the acquisition is subject to certain conditions including a minimum tender of shares by minority stockholders. The offering related to the Notes is not contingent upon the acquisition. Additionally, Emerson is exploring strategic alternatives for its Safety & Productivity segment, but no assurance is given regarding the completion of these plans.

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Form Type: 424B5

Filing Date: 2025-02-25

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125005729

Filing Summary: Emerson Electric Co. filed a preliminary prospectus supplement related to the offering of Euro-denominated Notes as part of a plan to finance the acquisition of Aspen Technology, Inc. The transaction includes a tender offer to purchase shares at $265.00 each, with an estimated total cost of approximately $7.2 billion. Emerson currently owns about 57.4% of AspenTech and aims to acquire the remaining shares. The proceeds from the Note offering and a concurrent USD Notes Offering are intended for general corporate purposes, repayment of commercial paper borrowings, and financing the AspenTech acquisition. The offering is not contingent upon the completion of the AspenTech Transaction, and Emerson has initiated steps for both offerings, highlighting the potential risks and uncertainties in completion and market conditions.

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Form Type: 424B5

Filing Date: 2025-02-25

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125005778

Filing Summary: Emerson Electric Co. is conducting a public offering of notes due 20__ as part of financing for the proposed acquisition of Aspen Technology, Inc. The company aims to acquire all outstanding shares not already owned for $265.00 per share, totaling approximately $7.2 billion. This acquisition requires a majority of shares to be tendered by minority stockholders and is subject to various customary conditions. Concurrently, Emerson is offering euro-denominated notes. The generated proceeds will be used for general corporate purposes, including the repayment of commercial paper borrowings, with the transactions planned to close independently of each other and not contingent on the AspenTech acquisition. Emerson currently holds approximately 57.4% of AspenTech's shares and is exploring additional strategic alternatives for its Safety and Productivity segment. The offering and its details are outlined in the preliminary prospectus supplement dated February 25, 2025.

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Form Type: CORRESP

Filing Date: 2025-02-24

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125005557

Filing Summary: Emerson Electric Co. has filed a response to comments from the SEC regarding their Schedule TO-T/13E-3 submitted on February 10, 2025, related to a tender offer for Aspen Technology, Inc. The letter addresses specific queries from the SEC, including the timing of filing amendments to disclosures related to changes within AspenTech’s board, highlighting changes made to the Offer to Purchase, and clarifications on the fairness of the transaction. The Parent Entities confirmed their compliance with SEC requirements in future filings, amended various sections of their initial disclosure, and provided updated information regarding the financing sources for the transaction, including the establishment of a $3 billion credit facility and expansion of their commercial paper program. They assert the fairness of the transaction to AspenTech’s unaffiliated stockholders, citing evaluation factors and the avoidance of potential third-party offers. All these points reinforce the ongoing acquisition strategy by Emerson in relation to Aspen Technology.

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