DOV Dover Corp

On November 4, 2019, Dover Corporation (the “Company”) issued €500,000,000 aggregate principal amount of 0.750% Notes due 2027 (the “Euro Notes”) and $300,000,000 aggregate principal amount of 2.950% Notes due 2029 (the “USD Notes” and, together with the Euro Notes, the “Notes”) in concurrent separate public offerings pursuant to the Company’s Registration Statement on Form S-3ASR (File No. 333-216433), the Company’s prospectus, dated March 3, 2017, as supplemented by separate preliminary prospectus supplements and prospectus supplements, dated October 28, 2019, each as previously filed with the Securities and Exchange Commission.

Euro Notes

The Euro Notes were issued under an indenture, dated as of February 8, 2001, entered into between the Company and The Bank of New York Mellon, as Trustee (as successor to Bank One Trust Company, N.A. and J.P. Morgan Trust Company, National Association) (the “Trustee”), as supplemented by a first supplemental indenture, dated as of October 13, 2005 (the “First Supplemental Indenture”), between the Company and the Trustee, a second supplemental indenture, dated as of March 14, 2008 (the “Second Supplemental Indenture”), between the Company and the Trustee, a third supplemental indenture, dated as of February 22, 2011 (the “Third Supplemental Indenture”), between the Company and the Trustee, a fourth supplemental indenture, dated as of December 2, 2013 (the “Fourth Supplemental Indenture”), among the Company, the Trustee and the Bank of New York Mellon, London Branch, as Paying Agent (the “Paying Agent”), a fifth supplemental indenture, dated as of November 3, 2015 (the “Fifth Supplemental Indenture”), between the Company and the Trustee, a sixth supplemental indenture, dated as of November 9, 2016 (the “Sixth Supplemental Indenture”), among the Company, the Trustee and the Paying Agent, and a seventh supplemental indenture, dated as of November 4, 2019 (the “Seventh Supplemental Indenture”), among the Company, the Trustee and the Paying Agent.

Interest on the Euro Notes is payable annually on November 4 of each year, beginning on November 4, 2020, to holders of record on the preceding October 15. Interest on the Euro Notes accrues from November 4, 2019. The amount of interest payable for any interest period will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Euro Notes (or November 4, 2019 if no interest has been paid on the Euro Notes), to, but excluding, the next scheduled interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.

The Euro Notes mature on November 4, 2027, unless earlier redeemed or repurchased.

The Euro Notes are the Company’s senior unsecured debt obligations and rank on parity with all of its other senior unsecured indebtedness. The Euro Notes are not convertible or exchangeable for any other securities.

For a complete description of the terms and conditions of the Euro Notes, please see the Seventh Supplemental Indenture and the form of Euro Note included in the Seventh Supplemental Indenture, which are incorporated herein by reference and attached to this report as Exhibits 4.1 and 4.2.

USD Notes

The USD Notes were issued under an indenture, dated as of February 8, 2001, entered into between the Company and The Bank of New York Mellon, as Trustee (as successor to Bank One Trust Company, N.A. and J.P. Morgan Trust Company, National Association) (the “Trustee”), as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture and an eighth supplemental indenture, dated as of November 4, 2019 (the “Eighth Supplemental Indenture”) between the Company and the Trustee.

Interest on the USD Notes is payable semi-annually in arrears on May 4 and November 4 of each year, commencing May 4, 2020, to holders of record on the preceding April 15 and October 15. Interest on the USD Notes accrues from November 4, 2019. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.

The USD Notes mature on November 4, 2029 unless earlier redeemed or repurchased.    

The USD Notes are the Company’s senior unsecured debt obligations and will rank on parity with all of its other senior unsecured indebtedness. The USD Notes are not convertible or exchangeable for any other securities.

For a complete description of the terms and conditions of the USD Notes, please refer to the Eighth Supplemental Indenture and the form of USD Note included in the Eighth Supplemental Indenture, which are incorporated herein by reference and attached to this report as Exhibits 4.3 and 4.4.

In connection with the USD Notes offering, Ivonne M. Cabrera, Esq., the Company’s Senior Vice President, General Counsel and Secretary, has provided the Company with the opinion regarding legality of the USD Notes attached to this report as Exhibit 5.2.

For a complete description of the terms and conditions of the Euro Note Underwriting Agreement, the Euro Note Pricing Agreement, the USD Note Underwriting Agreement and the USD Pricing Agreement, please refer to such agreements which are incorporated herein by reference and attached to this report as Exhibits 1.1, 1.2, 1.3, and 1.4.