UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
November 16, 2010
Date of report (Date of earliest event reported)
HUBBELL INCORPORATED
(exact name of registrant as specified in its charter)
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| CONNECTICUT
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1-2958
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06-0397030 |
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(Commission File Number)
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(IRS Employer |
| incorporation or organization)
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Identification No.) |
40 Waterview Drive, Shelton, Connecticut 06484-1000
(Address of Principal Executive Offices) (Zip Code)
(475) 882-4000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
On
November 17, 2010, Hubbell Incorporated (the “Company”) issued and sold $300,000,000
aggregate principal amount of its 3.625% Senior Notes due 2022 (the “Notes”). The offering of the
Notes was registered under an effective Registration Statement on Form S-3 (Registration No. 333-151206).
The Notes were issued pursuant to an indenture, dated as of September 15, 1995 (the
“Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as
successor to The Bank of New York Trust Company, N.A., JPMorgan Chase Bank, N.A., The Chase
Manhattan Bank and Chemical Bank), as trustee (the “Trustee”), as supplemented by the second
supplemental indenture, dated as of November 17, 2010 (the “Supplemental Indenture” and, together
with the Base Indenture, the “Indenture”), between the Company and the Trustee. A copy of the Base
Indenture is set forth in Exhibit 4a of the Company’s Registration Statement on Form S-4
(No. 333-90754), filed on June 18, 2002, and is incorporated herein by reference. A copy of the
Supplemental Indenture (including forms of the Notes) is attached hereto as Exhibit 4.2 and is
incorporated herein by reference. The descriptions of the Indenture and the Notes in this report
are summaries and are qualified in their entirety by the terms of the Indenture and the Notes,
respectively.
The net proceeds from the offering of approximately $295 million, after deducting the
underwriting discount and estimated offering expenses of approximately $500,000 payable by the
Company, are being used to purchase any and all of the Company’s outstanding 6.375% Senior Notes
due 2012 (the “2012 Notes”) validly tendered by holders and accepted by the Company pursuant to the
Company’s cash tender offer (the “Tender Offer”) for the 2012 Notes, as described in the Company’s
Offer to Purchase, dated November 8, 2010, and the related Letter of Transmittal. If any 2012
Notes remain outstanding following the Tender Offer, the Company intends to redeem them in
accordance with their terms. The remaining portion of the net proceeds will be used for general
corporate purposes.
The Notes will bear interest at a rate of 3.625% per annum, which shall be payable
semi-annually in arrears on each May 15 and November 15, beginning May 15, 2011. The Notes will
mature on November 15, 2022.
The Company may redeem all or part of the Notes at any time prior to maturity at the
redemption prices set forth in the Supplemental Indenture.
In the event of a change in control triggering event (as defined in the Supplemental
Indenture), the holders of the Notes may require the Company to purchase for cash all or a portion
of their Notes at a purchase price equal to 101% of the principal amount of Notes, plus accrued and
unpaid interest, if any.
The Notes rank (i) equal in right of payment to all of the Company’s other existing and future
senior unsecured indebtedness, (ii) senior in right of payment to all of the Company’s existing and
future subordinated indebtedness and (iii) effectively subordinated in right of payment to all of
the Company’s subsidiaries’ obligations (including secured and unsecured obligations) and
subordinated in right of payment to the Companies secured obligations to the extent of the assets
securing such obligations.
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| Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant. |
The disclosures set forth in Item 1.01 pertaining to the Notes are hereby incorporated by
reference herein.
On November 17, 2010, the Company announced the results of the Tender Offer. The Tender Offer
expired at 5:00 p.m., New York City time, on November 16, 2010, with $81,875,000 in aggregate
principal amount of the 2012 Notes validly tendered, not withdrawn and accepted by the Company for
purchase.
Attached hereto as Exhibit 99.1 and incorporated herein by reference is the press release
announcing the results of the cash Tender Offer.
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