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): September 26, 2018

FRANKLIN ELECTRIC CO., INC.

(Exact name of registrant as specified in its charter)

Indiana	0-362	35-0827455
(State of incorporation)	(Commission File Number)	(IRS employer identification no.)

9255 Coverdale Road
Fort Wayne, Indiana	46809
(Address of principal executive offices)	(Zip code)

(260) 824-2900

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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Item 1.01 Entry into a Material Definitive Agreement

The information set forth under Item 2.03 of this report on Form 8-K is hereby incorporated in Item 1.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

As previously reported by Franklin Electric Co., Inc. (the “Company”) in the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 2, 2015 (the “Prior 8-K”), the Company entered into a Note Purchase and Private Shelf Agreement, dated as of May 27, 2015 (as amended, the “NYL Shelf Agreement”) by and among the Company, NYL Investors LLC and the purchasers named therein (collectively, the “Purchasers”). Also as previously reported by the Company in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (the “10-Q”), the Company and the Purchasers entered into an amendment to the NYL Shelf Agreement to extend its expiration date to July 30, 2021 and increase the maximum aggregate principal borrowing capacity under the NYL Shelf Agreement from $150.0 million to $200.0 million.

On September 26, 2018, the Company issued and sold $75.0 million aggregate principal amount of 4.04% Series B Notes due 2025. The Series B Notes bear interest at 4.04% per annum. Interest is payable semi-annually in arrears commencing on March 26, 2019. The entire principal amount under each of the Series B Notes is payable at final maturity.

The Series B Notes were issued and sold under the NYL Shelf Agreement. The Series B Notes are unsecured and rank pari passu in right of payment with the Company’s other senior unsecured indebtedness. The payment of outstanding amounts due under the Series B Notes have been guaranteed by certain wholly-owned U.S. subsidiaries of the Company. The proceeds from the issuance of the Series B Notes, which bear interest at a fixed rate, were used to pay off existing variable interest rate indebtedness.  These transactions serve to reduce the Company’s exposure to potential future changes in interest rates.

The above descriptions of the NYL Shelf Agreement and the Series B Notes are a summary and are qualified in their entirety by the terms of the NYL Shelf Agreement and the form of Series B Notes. Additional information with respect to the NYL Shelf Agreement is available in the Prior 8-K and in the 10-Q. A copy of the form of Series B Notes is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit Number	Description
4.1	Form of Series B Notes

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SIGNATURE

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.

FRANKLIN ELECTRIC CO., INC.

(Registrant)

Date: October 1, 2018	By	/s/ John J. Haines
		John J. Haines
		Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Exhibit Number	Description
4.1	Form of Series B Notes

4

EX-4.1

EXHIBIT 4.1

Form of Series B Notes

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

FRANKLIN ELECTRIC CO., INC.

4.04% SENIOR NOTE, SERIES B, DUE SEPTEMBER 26, 2025

No. _____ PPN: [_______]

ORIGINAL PRINCIPAL AMOUNT: $

ORIGINAL ISSUE DATE: September 26, 2018

INTEREST RATE: 4.04%

INTEREST PAYMENT DATES: March 26 and September 26 of each year, commencing March 26, 2019

FINAL MATURITY DATE: September 26, 2025

PRINCIPAL PREPAYMENT DATES AND AMOUNTS: Entire principal amount payable at final maturity

FOR VALUE RECEIVED, the undersigned, FRANKLIN ELECTRIC CO., INC. (herein called the “Company”), a corporation organized and existing under the laws of the State of Indiana, hereby promises to pay to ________________________________, or registered assigns, the principal sum of __________________________________________ ($________________) (or so much thereof as shall not have been prepaid) on the Final Maturity Date specified above in an amount equal to the unpaid principal balance hereof, with interest (computed on the basis of a 360-day year-30-day month) (a) on the unpaid balance thereof at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole, at a rate per annum from time to time equal to the greater of (i) 2%

over the Interest Rate specified above or (ii) 2% over the rate of interest publicly announced by JPMorgan Chase Bank in New York, New York as its “base” or “prime” rate (or, at the option of the registered holder hereof, on demand).

Payments of principal, Make-Whole Amount, if any, and interest are to be made at the main office of JPMorgan Chase Bank in New York City or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America.

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase and Private Shelf Agreement, dated as of May 27, 2015 (as it may be amended, modified or supplemented, the “Agreement”), among the Company, on the one hand, and NYL Investors LLC, the Purchasers and each New York Life Affiliate which becomes party thereto, on the other hand, and is entitled to the benefits thereof.

This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for the then outstanding principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary.

This Note is subject to optional prepayment on the terms specified in the Agreement.

In case an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Agreement.

Capitalized terms used and not otherwise defined herein shall have the meanings (if any) provided in the Agreement.

[signature page follows]

This Note is intended to be performed in the State of New York and shall be construed and enforced in accordance with the internal law of such State.

FRANKLIN ELECTRIC CO., INC.

Date: September 26, 2018	By	/s/ John J. Haines
		John J. Haines
		Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

[Signature Page to Series B Note]