PH Parker Hannifin Corp

On June 14, 2019, Parker-Hannifin Corporation (“Parker” or the “Company”) completed its previously announced registered offering of $575.0 million in aggregate principal amount of senior notes due 2024 (the “2024 Notes”), $1.0 billion in aggregate principal amount of senior notes due 2029 (the “2029 Notes”) and $800.0 million in aggregate principal amount of senior notes due 2049 (the “2049 Notes” and, together with the 2024 Notes and the 2029 Notes, the “Notes”). The Notes were issued pursuant to an Indenture, dated as of May 3, 1996 (the “Base Indenture”), as supplemented by an officers’ certificate of the Company related to each series of Notes dated June 14, 2019 (the “Officers’ Certificates” and, together with the Base Indenture, the “Indenture”). Copies of the Officers’ Certificates and the form of Notes for each series are attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6, and are incorporated herein by reference. The 2024 Notes, the 2029 Notes and the 2049 Notes will bear interest at a rate of 2.700%, 3.250% and 4.000% per annum, respectively. Interest on the Notes will be paid semi-annually on June 14 and December 14 of each year, commencing December 14, 2019.

Prior to May 14, 2024, March 14, 2029 and December 14, 2048, the Company may redeem some or all of the 2024 Notes, the 2029 Notes and the 2049 Notes, respectively, subject to a make-whole payment. On or after May 14, 2024, March 14, 2029 and December 14, 2048, the Company may redeem some or all of the 2024 Notes, the 2029 Notes and the 2049 Notes, respectively, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to, but not including, the redemption date. If the Company experiences certain kinds of changes of control, it will be required to offer to purchase the Notes at 101% of their principal amount, plus accrued and unpaid interest.

The Company intends to use the net proceeds from the issuance of the Notes, together with (i) borrowings under its existing term loan agreement and (ii) borrowings under its existing revolving credit facility and/or commercial paper program, to finance its proposed acquisition of LORD Corporation (“LORD”). If the Company does not consummate its proposed acquisition of LORD on or prior to April 27, 2020 or, if prior to such date, it notifies the trustee in writing that the merger agreement among the Company, LORD and the other parties thereto is terminated, the 2024 Notes and the 2049 Notes (together, the “SMR Notes”) will be subject to a special mandatory redemption at a price equal to 101% of the aggregate principal amount of such SMR Notes, plus accrued and unpaid interest on the SMR Notes to, but not including, the special mandatory redemption date and the net proceeds from the 2029 Notes will be used for general corporate purposes.

The Notes are subject to customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness and certain events of bankruptcy, insolvency or reorganization. Generally, an event of default under the Notes will allow either the trustee under the Indenture governing the Notes or the holders of at least 25% in aggregate principal amount of the then-outstanding Notes of each series to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the Notes of the applicable series.

The Notes have been registered under the Securities Act of 1933, as amended (the “Act”), under the Registration Statement on Form S-3 (Registration No. 333-214864), which initially became effective on December 1, 2016. On June 5, 2019, the Company filed with the Commission, pursuant to Rule 424(b)(5) under the Act, a preliminary Prospectus Supplement, dated June 5, 2019, pertaining to the public offering and sale of the Notes. On June 6, 2019, the Company filed with the Commission, pursuant to Rule 424(b)(2) of the Act, a final Prospectus Supplement, dated June 5, 2019, pertaining to the public offering and sale of the Notes.

The Company has various relationships with the underwriters of the Notes. Certain of the underwriters and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with the Company and its affiliates. In addition, certain of the underwriters or their respective affiliates have a lending relationship with the Company. These underwriters, or their respective affiliates, have received, and may in the future receive, customary fees and expenses for those services.

In connection with the offering of the Notes, this Current Report on Form 8-K and exhibits thereto are incorporated by reference into the Registration Statement.