PARKER-HANNIFIN CORPORATION FWP
Filed Pursuant to Rule 433
Registration Statement No. 333-143226
May 13, 2008
PARKER-HANNIFIN CORPORATION
$450,000,000 5.50% Medium-Term Notes, Series A Due 2018
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Issuer: |
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Parker-Hannifin Corporation |
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Ratings: |
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A2/A/A (stable/stable/stable)* |
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Principal amount: |
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$450,000,000 |
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Security type: |
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5.50% Medium-Term Notes, Series A
Due 2018 |
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Denomination: |
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$2,000 and integral multiples of $1,000 in excess thereof |
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Price to public: |
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99.765% of face amount |
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Underwriting
discount: |
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0.65% |
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Settlement date (T + 3): |
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May 16, 2008 |
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Maturity date: |
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May 15, 2018 |
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Coupon (Interest Rate): |
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5.50% |
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Benchmark
treasury: |
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3.875% due May 15, 2018 |
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Benchmark
treasury yield: |
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3.881% |
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Spread to benchmark
treasury: |
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165 bps |
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Yield to maturity: |
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5.531% |
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Interest Payment Dates: |
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Semiannually on May 15 and November 15 of each year, |
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beginning November 15, 2008. |
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Make whole
call: |
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T + 25 bps |
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Optional redemption: |
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The Company may redeem the notes, at its option, at any |
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time in whole or from time to time in part, as described |
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in greater detail below. |
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CUSIP: |
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70109HAH8 |
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Joint Book-Running Managers: |
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Banc of America Securities LLC |
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Goldman, Sachs & Co. |
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Morgan Stanley & Co. Incorporated |
*Note: A securities rating is
not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time.
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In
connection with the offering of the 5.50% Medium-Term Notes, Series A due 2018 (the
notes) of Parker-Hannifin Corporation, the additional terms below will apply.
References to the Company, we, us and our refer to the Parker-Hannifin Corporation.
Optional Redemption
We may redeem the notes, at our option, at any time in whole or from time to time in part (any
date on which all or a part of the notes are to be redeemed, a Redemption Date) at a redemption
price equal to the greater of:
(a) 100% of the principal amount of the notes being redeemed, or
(b) as calculated by the Quotation Agent (as defined below), the sum of the present values
of the remaining scheduled payments for principal and interest on the notes to be redeemed
(not including any portion of such payments of interest accrued as of the Redemption Date)
discounted to the Redemption Date on a semi-annual basis (assuming a 360 day year
consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference
Dealer Rate (as defined below), plus 25 basis points,
plus accrued and unpaid interest on the notes to be redeemed to, but not including, the
Redemption Date.
If we have given notice as provided in the indenture and made funds available for the
redemption of any notes called for redemption on the Redemption Date referred to in that notice,
those notes will cease to bear interest on that Redemption Date. Any interest accrued to the date
fixed for redemption will be paid as specified in such notice. We will give written notice of any
redemption of any notes to holders of the notes to be redeemed at their addresses, as shown in the
security register for the notes, at least 30 days and not more than 60 days prior to the date fixed
for redemption. The notice of redemption will specify, among other items, the date fixed for
redemption, the redemption price and the aggregate principal amount of the notes to be redeemed.
If we choose to redeem less than all of the notes, the particular notes to be redeemed shall
be selected by the trustee not more than 60 days prior to the Redemption Date. The trustee will
select the method in its sole discretion, in such manner as it shall deem appropriate and fair, for
the notes to be redeemed in part.
Quotation Agent means the Reference Dealer (defined below) selected by the Company.
Reference
Dealer means (a) each of Banc of America Securities LLC, Goldman, Sachs & Co. and
Morgan Stanley & Co. Incorporated and their respective successors, unless any of them ceases to be
a primary U.S. Government securities dealer in New York City (a Primary Treasury Dealer), in
which case the Company will substitute another Primary Treasury Dealer and (b) any other Primary
Treasury Dealer selected by the Company.
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Reference Dealer Rate means, with respect to any Redemption Date, the arithmetic average of
the quotations quoted in writing to the Company by each Reference Dealer of the average midmarket
annual yield to maturity of the 3.875% Treasury Notes due May 15, 2018, or, if such security is no
longer outstanding, a similar security in the reasonable judgment of each Reference Dealer at 5:00
p.m., New York City time, on the third Business Day preceding such Redemption Date.
Change of Control
If a change of control triggering event occurs, unless we have exercised our option to redeem
the notes as described above, we will be required to make an offer (a change of control offer) to
each holder of the notes to repurchase all or any part (equal to $2,000 or an integral multiple of
$1,000 in excess thereof) of that holders notes on the terms set forth in such notes. In a change
of control offer, we will be required to offer payment in cash equal to 101% of the aggregate
principal amount of notes repurchased, plus accrued and unpaid interest, if any, on the notes
repurchased to the date of repurchase (a change of control payment).
Within 30 days following any change of control triggering event or, at our option, prior to
any change of control, but after public announcement of the transaction that constitutes or may
constitute the change of control, a notice will be mailed to holders of the notes describing the
transaction that constitutes or may constitute the change of control triggering event and offering
to repurchase such notes on the 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 (a change of control payment
date). The notice will, if mailed prior to the date of consummation of the change of control,
state that the change of control offer is conditioned on the change of control triggering event
occurring on or prior to the change of control payment date.
On each change of control payment date, we will, to the extent lawful,
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Accept for payment all notes or portions of notes properly tendered pursuant to the
applicable change of control offer; |
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Deposit with the paying agent an amount equal to the change of control payment in
respect of all notes or portions of notes properly tendered; |
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Deliver or cause to be delivered to the trustee the notes properly accepted
together with an officers certificate stating the aggregate principal amount of notes
or portions of notes being repurchased. |
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We will not be required to make a change of control offer upon the occurrence of a change of
control triggering event if a third-party makes such an offer in the manner, at the times and
otherwise in compliance with the requirements for an offer made by us, and the third-party
repurchases all notes properly tendered and not withdrawn under its offer.
We will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934,
as amended (the Exchange Act), and any other securities laws and regulations thereunder 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 triggering event. To the extent that the provisions of any such
securities laws or regulations conflict with the change of control offer provisions of the notes,
we will comply with those securities laws and regulations and will not be deemed to have breached
our obligations under the change of control offer provisions of the notes by virtue of any such
conflict.
If holders of not less than 90% in aggregate principal amount of the outstanding notes validly
tender and do not withdraw such notes in a change of control offer and we, or any third party
making a change of control offer in lieu of the Company, as described above, purchase all of the
notes validly tendered and not withdrawn by such holders, we will have the right, upon not less
than 30 nor more than 60 days prior notice, given not more than 30 days following such purchase
pursuant to the change of control offer described above, to redeem all notes that remain
outstanding following such purchase at a redemption price in cash equal to the applicable change of
control payment.
For purposes of the change of control offer provisions of the notes, the following terms will
be applicable:
Change of Control means the occurrence of any of the following: (1) the direct or indirect
sale, lease, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or more related transactions, of all or substantially all of our assets and
the assets of our subsidiaries, taken as a whole, to any person, other than our company or one of
our 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 (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50%
of our outstanding voting stock, measured by voting power rather than number of shares; (3) we
consolidate with, or merge with or into, any person, or any person consolidates with, or merges
with or into, us, in any such event pursuant to a transaction in which any of our outstanding
voting stock or the voting stock of such other person is converted into or exchanged for cash,
securities or other property, other than any such transaction where the shares of our voting stock
outstanding immediately prior to such transaction constitute, or are converted into or exchanged
for, a majority of the voting stock of the surviving person or any direct or indirect parent
company of the surviving person, measured by voting power rather than number of shares, immediately
after giving effect to such transaction; (4) the first day on which a majority of the members of
our Board of Directors are not continuing directors; or (5) the adoption of a plan relating to our
liquidation or dissolution. The term person, as used in this definition, has the meaning given
thereto in Section 13(d)(3) of the Exchange Act.
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Notwithstanding the foregoing, a transaction will not be deemed to involve a change of control
if (1) we become a direct or indirect wholly owned subsidiary of a
holding company and (2)(A) the direct or indirect holders of the voting stock of such holding
company immediately following that transaction are substantially the same as the holders of our
voting stock immediately prior to that transaction or (B) immediately following that transaction no
person (other than a holding company satisfying the requirements of this sentence) is the
beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding
company.
Change of Control Triggering Event means the occurrence of both a change of control and a
rating event.
Continuing Directors means, as of any date of determination, any member of our Board of
Directors who (1) was a member of such Board of Directors on the date the notes were issued or (2)
was nominated for election, elected or appointed 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, election or appointment (either by a specific vote or by approval of our proxy
statement in which such member was named as a nominee for election as a director, without objection
to such nomination).
Fitch means Fitch Inc., and its successors.
Investment Grade Rating means a rating equal to or higher than BBB- (or the equivalent) by
Fitch, Baa3 (or the equivalent) by Moodys, and BBB- (or the equivalent) by S&P, and the equivalent
investment grade credit rating from any replacement rating agency or rating agencies selected by
us.
Moodys means Moodys Investors Service, Inc., and its successors.
Rating Agencies means (1) each of Fitch, Moodys and S&P; and (2) if any of Fitch, 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 Fitch, Moodys or S&P, or all of
them, as the case may be.
Rating Event means the rating on the notes is lowered by at least two of the three rating
agencies and the notes are rated below an investment grade rating by at least two of the three
rating agencies on any day within the 60 day period (which 60 day period will be extended so long
as the rating of the notes is under publicly announced consideration for a possible downgrade by
any of the rating agencies) after the earlier of (1) the occurrence of a change of control and (2)
public notice of the occurrence of a change of control or our intention to effect a change of
control.
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S&P means Standard & Poors Rating Services, a division of The McGraw-Hill Companies, Inc.,
and its successors.
Voting Stock means, with respect to any specified person (as that term is used in Section
13(d)(3) of the Exchange Act) as of any date, 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.
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it. You can
reach Banc of America Securities LLC by calling toll-free at 1-800-294-1322, Goldman, Sachs & Co.
by calling toll-free at 1-866-471-2526, and Morgan Stanley & Co. Incorporated by calling toll-free
at 1-866-718-1649.
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