Cooper Industries 8-K 2010
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Cooper Industries plc
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Item 8.01 Other Events.
On March 26, 2010, Cooper Industries plc announced that Cooper and Danaher Corporation entered into a Framework Agreement to create a joint venture (the "Joint Venture") combining Cooper’s Tools business with certain Tools businesses from Danaher’s Tools and Components Segment. Cooper and Danaher will each own a 50% interest in the Joint Venture. Closing of the transaction is subject to the Joint Venture obtaining a credit facility and term debt financing in the amount not less than $190 million, of which $90 million will be used by the Joint Venture to purchase from Danaher certain assets of Danaher’s Tools business and the balance of the debt financing will be for general corporate purposes, working capital and other needs. Closing of the transaction is also subject to other customary closing conditions including obtaining regulatory approvals. Upon closing, each party will execute a Contribution and Sale Agreement with the Joint Venture, which provides for the contribution and sale of the contributed Tools businesses to the Joint Venture. At closing, the parties will also enter into an Amended and Restated Operating Agreement which governs the organization, capital structure and management of the Joint Venture. The Amended and Restated Operating Agreement provides that the Joint Venture will be managed under the direction of a Board of Directors that will initially consist of six directors, three of whom shall be appointed by Cooper and three of whom shall be appointed by Danaher.
Item 9.01 Financial Statements and Exhibits.
99.1 Company press release dated March 26, 2010 titled,titled, "Cooper Industries And Danaher To Form Global Tools Business Through Joint Venture".
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.