8-K

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

Date of Report (Date of earliest event reported): November 14, 2012

EATON CORPORATION plc

(Exact Name of Registrant as Specified in Charter)

Ireland	333-182303	98-1059235
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

70 Sir John Rogerson’s Quay

Dublin 2, Ireland

(Address of Principal Executive Offices) (Zip Code)

(216) 523-5000

(Registrant’s telephone number, including area code)

Not Applicable

(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On November 14, 2012, Eaton Corporation plc (the “Company” and formerly known as Eaton Corporation Limited) issued a press release announcing that its indirect subsidiary, Turlock Corporation (the “Issuer”) intends to offer, in a private offering subject to market and other conditions, senior notes due 2017, senior notes due 2022, senior notes due 2032 and senior notes due 2042. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On November 15, 2012, the Issuer issued a press release announcing that it had priced an aggregate of $4,900 million of senior notes consisting of $600 million aggregate principal amount of its 0.950% senior notes due 2015 (the “2015 Notes”), $1,000 million aggregate principal amount of its 1.500% senior notes due 2017 (the “2017 Notes”), $1,600 million aggregate principal amount of its 2.750% senior notes due 2022 (the “2022 Notes”), $700 million aggregate principal amount of its 4.000% senior notes due 2032 (the “2032 Notes”) and $1,000 million aggregate principal amount of its 4.150% senior notes due 2042. A copy of this press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The Issuer intends to use the net proceeds of the offering of the notes to fund a portion of the consideration for the proposed acquisition (the “Acquisition”) by the Company and Eaton Corporation of Cooper Industries plc. The offering of the notes is expected to close prior to the consummation of the Acquisition. Pending consummation of the Acquisition, the net proceeds from this offering will be deposited into an escrow account.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit
Exhibit 99.1	Press Release of Eaton Corporation Limited, dated November 14, 2012.
Exhibit 99.2	Press Release of Eaton Corporation Limited, dated November 15, 2012.

Statements Required by the Takeover Rules

The directors of Eaton Corporation accept responsibility for the information contained in this filing, other than that relating to Cooper Industries plc, its associates and the directors of Cooper Industries plc and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Eaton Corporation (who have taken all reasonable care to ensure such is the case), the information contained in this communication for which they have responsibility is in accordance with the facts and does not omit anything likely to affect the import accept of such information.

Persons interested in one percent or more of any relevant securities in Eaton or Cooper may from the date of this communication have disclosure obligations under rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as amended).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Date: November 16, 2012

EATON CORPORATION plc
By:	/s/ Mark M. McGuire
Name:	Mark M. McGuire
Title:	Director

EX-99.1

Exhibit 99.1

Eaton Corporation
Corporate Communications Eaton Center Cleveland, OH 44114 tel: (216) 523-5150 scottrschroeder@eaton.com  

Date	November 14, 2012
For Release	Immediately
Contact	Don Bullock, Investor Relations, (216) 523-5127 Scott Schroeder, Media Relations, (216) 523-5150

Eaton Corporation Limited (To Be Re-Registered As Eaton Corporation plc) Announces Offering of Senior Notes Due 2017, Senior Notes Due 2022, Senior Notes Due 2032 and Senior Notes Due 2042

CLEVELAND … Eaton Corporation Limited (to be re-registered as Eaton Corporation plc) (the “Company”) today announced that its indirect subsidiary, Turlock Corporation (the “Issuer”) intends to offer, in a private offering subject to market and other conditions, senior notes due 2017 (the “2017 Notes”), senior notes due 2022 (the “2022 Notes”), senior notes due 2032 (the “2032 Notes”) and senior notes due 2042 (the “2042 Notes” and, together with the 2017 Notes, the 2022 Notes and the 2032 Notes, the “Notes”). The Issuer intends to use the net proceeds of the offering to fund a portion of the consideration for the proposed acquisition (the “Acquisition”) by the Company and Eaton Corporation (“Eaton”) of Cooper Industries plc (“Cooper”).

The offering of the Notes is expected to close prior to the consummation of the Acquisition. Pending consummation of the Acquisition, the net proceeds from this offering will be deposited into an escrow account. If the Acquisition is not consummated on or prior to May 21, 2013 for any reason, the proceeds from this offering will be used to redeem the Notes at a redemption price of 101 percent of the aggregate principal amount of the Notes, plus accrued and unpaid interest to, but not including, the redemption date.

Obligations under the Notes will be unsubordinated and unsecured and fully and unconditionally guaranteed (i) upon the closing of the announced offering, by the Company and certain of the Company’s subsidiaries, (ii) substantially concurrently with the consummation of the Acquisition and release of net proceeds from escrow, by certain

subsidiaries of Eaton that will guarantee Eaton’s revolving credit facilities and substantially all of Eaton’s and Cooper’s long-term debt and (iii) within 40 days after the consummation of the Acquisition, by Cooper and certain of Cooper’s subsidiaries that will guarantee Eaton’s revolving credit facilities and substantially all of Eaton’s and Cooper’s long-term debt.

The Notes will be offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The initial issuance and sale of the securities will not be registered under the Securities Act, and the securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Safe Harbor Statement

This press release may include information that could constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements may involve risk and uncertainties that could cause actual results to differ materially from any future results encompassed within the forward-looking statements. Factors that could cause or contribute to such differences include those matters disclosed in the Issuers’ Securities and Exchange Commission filings. Past results of the Company are not necessarily indicative of future results. The Company does not undertake any obligation to update any forward-looking statement.

Statements Required by the Takeover Rules

The directors of Eaton accept responsibility for the information contained in this press release, other than that relating to Cooper, its associates and the directors of Cooper and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Eaton (who have taken all reasonable care to ensure such is the case), the information contained in this communication for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Persons interested in one percent or more of any relevant securities in Eaton or Cooper may from the date of this communication have disclosure obligations under rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as amended).

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EX-99.2

Exhibit 99.2

Eaton Corporation
Corporate Communications Eaton Center Cleveland, OH 44114 tel: (216) 523-5150 scottrschroeder@eaton.com  

Date	November 15, 2012
For Release	Immediately
Contact	Don Bullock, Investor Relations, (216) 523-5127 Scott Schroeder, Media Relations, (216) 523-5150

Eaton Corporation Limited (To Be Re-Registered As Eaton Corporation plc) Announces Pricing of $4.9 Billion of Senior Notes

CLEVELAND … Eaton Corporation Limited (to be re-registered as Eaton Corporation plc) (the “Company”) today announced that its indirect subsidiary, Turlock Corporation (the “Issuer”) priced, in a private offering, an aggregate of $4,900 million of senior notes, consisting of $600 million aggregate principal amount of its 0.950% senior notes due 2015 (the “2015 Notes”), $1,000 million aggregate principal amount of its 1.500% senior notes due 2017 (the “2017 Notes”), $1,600 million aggregate principal amount of its 2.750% senior notes due 2022 (the “2022 Notes”), $700 million aggregate principal amount of its 4.000% senior notes due 2032 (the “2032 Notes”) and $1,000 million aggregate principal amount of its 4.150% senior notes due 2042 (the “2042 Notes” and, together with the 2015 Notes, the 2017 Notes, the 2022 Notes and the 2032 Notes, the “Notes”).

The Issuer intends to use the net proceeds of the offering to fund a portion of the consideration for the proposed acquisition (the “Acquisition”) by the Company and Eaton Corporation (“Eaton”) of Cooper Industries plc (“Cooper”).

The offering is expected to close, subject to customary closing conditions, on November 20, 2012, which is prior to the consummation of the Acquisition. Pending consummation of the Acquisition, the net proceeds from this offering will be deposited into an escrow account. If the Acquisition is not consummated on or prior to May 21, 2013 for any reason, the proceeds from this offering will be used to redeem the Notes at a redemption price of 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest to, but not including, the redemption date.

Obligations under the Notes will be unsubordinated and unsecured and fully and unconditionally guaranteed (i) upon the closing of the announced offering, by the Company and certain of the Company’s subsidiaries, (ii) substantially concurrently with the consummation of the Acquisition and release of net proceeds from escrow, by certain subsidiaries of Eaton that will guarantee Eaton’s revolving credit facilities and substantially all of Eaton’s and Cooper’s long-term debt and (iii) within 40 days after the consummation of the Acquisition, by Cooper and certain of Cooper’s subsidiaries that will guarantee Eaton’s revolving credit facilities and substantially all of Eaton’s and Cooper’s long-term debt.

The Notes are being offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The initial issuance and sale of the securities will not be registered under the Securities Act, and the securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Safe Harbor Statement

This press release may include information that could constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements may involve risk and uncertainties that could cause actual results to differ materially from any future results encompassed within the forward-looking statements. Factors that could cause or contribute to such differences include those matters disclosed in the Issuers’ Securities and Exchange Commission filings. Past results of the Company are not necessarily indicative of future results. The Company does not undertake any obligation to update any forward-looking statement.

Statements Required by the Takeover Rules

The directors of Eaton accept responsibility for the information contained in this press release, other than that relating to Cooper, its associates and the directors of Cooper and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Eaton (who have taken all reasonable care to ensure such is the case), the information contained in this communication for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Persons interested in one percent or more of any relevant securities in Eaton or Cooper may from the date of this communication have disclosure obligations under rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as amended).

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