SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 2, 2017
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
40 Waterview Drive
|(Address of principal executive offices)||(Zip Code)|
Registrants telephone number, including area code: (475) 882-4000
(Former name or former address, if changed since last report.)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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|Item 1.02.||Termination of a Material Definitive Agreement.|
As previously disclosed in the Current Report on Form 8-K filed by Hubbell Incorporated (the Company) on August 3, 2017, on such date the Company completed a public offering of $300 million aggregate principal amount of its 3.150% Senior Notes due 2027 (the New Notes) and a notice of redemption was given to holders of the Companys 5.95% Senior Notes due 2018 (the Redeemed Notes) issued by the Company under the Indenture, dated as of September 15, 1995 (the Base Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A. (successor as trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, formerly known as Chemical Bank))), as trustee (the Trustee), as supplemented by the First Supplemental Indenture, dated as of June 2, 2008 (the First Supplemental Indenture, and the Base Indenture as heretofore supplemented and as supplemented by the First Supplemental Indenture, the Indenture), between the Company and the Trustee. On September 2, 2017, the Company applied the net proceeds from the issuance of the New Notes to redeem all of its $300 million of outstanding Redeemed Notes in accordance with the optional redemption provisions contained in the Indenture.
|Item 8.01.||Other Events.|
In connection with the financing activities described in Item 1.02 of this Current Report on Form 8-K, the Company expects to recognize a loss on the early extinguishment of the Redeemed Notes of approximately $6 million on an after-tax basis, or approximately $0.11 per diluted share, in the third quarter of 2017. The Company expects annualized interest savings to be approximately $5 million on an after-tax basis as a result of the financing activities described in Item 1.02 of this Current Report on Form 8-K, of which approximately $1 million is expected to be realized in the fourth quarter of 2017.
This Current Report on Form 8-K includes forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These include statements about the Companys expectations regarding manufacturing efficiency, expected capital resources, expenses, employer contributions, liquidity, financial performance, pension funding and results of operations and are based on our reasonable current expectations. In addition, all statements regarding restructuring plans and expected associated costs and benefits, expected future financial performance, expected outcome of legal proceedings, or improvement in operating results, anticipated changes in tax rates, anticipated market conditions, potential future acquisitions, enhancement of shareholder value, and productivity initiatives are forward looking. Forward-looking statements may be identified by the use of words, such as believe, expect, anticipate, intend, depend, should, plan, estimated, predict, could, may, subject to, continues, growing, prospective, forecast, projected, purport, might, if, contemplate, potential, pending, target, goals, scheduled, will likely be and similar words and phrases. Discussions of strategies, plans or intentions often contain forward-looking statements. Such forward-looking statements involve numerous assumptions, known and unknown risks, uncertainties and other factors which may cause actual and future performance or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors include: achieving sales levels to fulfill revenue expectations; unexpected costs or charges, certain of which may be outside the control of the Company; restructuring actions; general economic and business conditions; foreign exchange rates; and competition. Important factors, among others, that could cause the Companys actual results and future actions to differ materially from those described in forward-looking statements are described in the Companys filings with the SEC, including without limitation the Business, Risk Factors, and Quantitative and Qualitative Disclosures about Market Risk Sections of the Companys Annual Report on Form 10-K for the year ended December 31, 2016 and any subsequently filed Quarterly Report on Form 10-Q.
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.
Date: September 6, 2017
|Title:||Senior Vice President, General Counsel and Secretary|