On November 30, 2012, pursuant to the Transaction Agreement, dated May 21, 2012, among Eaton Corporation ("Eaton"), Cooper Industries plc ("Cooper"), Eaton Corporation plc (formerly known as Eaton Corporation Limited, which was formerly known as Abeiron Limited) ("New Eaton"), Abeiron II Limited (formerly known as Comdell Limited) ("Abeiron II"), Turlock B.V. ("Turlock") and Turlock Corporation ("Merger Sub" and together with Eaton, Cooper, New Eaton, Abeiron II and Turlock, the "Original Parties"), as amended on June 22, 2012 by Amendment No. 1 entered into by the Original Parties and Eaton Inc. ("Eaton Sub") and on October 19, 2012 by Amendment No. 2 entered into by the Original Parties and Eaton Sub (as so amended, the "Transaction Agreement"), (a) New Eaton acquired Cooper (the "Acquisition") pursuant to a scheme of arrangement under
Section 201, and a capital reduction under Sections 72 and 74, of the Irish Companies Act of 1963 (the "Scheme") and (b) Merger Sub merged with and into Eaton, with Eaton as the surviving corporation in the merger (the "Merger" and, together with the Acquisition, the "Transactions"). Following the consummation of the Transactions, each of Eaton and Cooper became wholly owned subsidiaries of New Eaton.

Upon completion of the Transactions, each Cooper ordinary share (other than those held by Eaton or any of its affiliates) was converted into the right to receive (i) $39.15 in cash and (ii) 0.77479 of a New Eaton ordinary share, and each Eaton common share was converted into the right to receive one New Eaton ordinary share. The cash component of the consideration payable to holders of Cooper ordinary shares was funded from (1) the net proceeds from the issuance and sale of approximately $4.853 billion of senior notes by Merger Sub, which was previously disclosed by New Eaton's Current Reports on Form 8-K filed November 16, 2012 and November 26, 2012, and (2) borrowings of $1.669 billion by Merger Sub on November 30, 2012 under that certain Senior Unsecured Bridge Credit Agreement, dated as of May 21, 2012, among New Eaton, Turlock, Merger Sub, the other guarantors party thereto from time to time, the banks party thereto and Morgan Stanley Senior Funding, Inc., as Administrative Agent (as amended and modified from time to time).

The issuance of New Eaton ordinary shares in connection with the Transactions was registered under the Securities Act of 1933, as amended, pursuant to New Eaton's registration statement on Form S-4 (File No. 333-182303) (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") and declared effective on September 7, 2012. The definitive joint proxy statement/prospectus of Eaton and Cooper, dated September 14, 2012, that forms a part of the Registration Statement (the "Joint Proxy Statement/Prospectus") contains additional information about the Transactions and the other transactions contemplated by the Transaction Agreement, including information concerning the interests of directors, executive officers and affiliates of Eaton and Cooper in the Transactions.

Pursuant to Rule 12g-3(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), New Eaton is the successor issuer to Eaton and to Cooper. New Eaton's ordinary shares are deemed to be registered under Section 12(b) of the Exchange Act. New Eaton's ordinary shares were approved for listing on the New York Stock Exchange ("NYSE") and trade under the symbol "ETN."

The foregoing description of the Transaction Agreement and the Transactions is not complete and is qualified in its entirety by reference to the Transaction . . .

Prior to the Transactions, the Cooper Ordinary Shares were registered pursuant to Section 12(b) of the Exchange Act and listed on the NYSE under the symbol "CBE." As a result of the Transactions, each Cooper Ordinary Share (other than those held by Eaton or any of its affiliates) was converted into the right to receive (i) $39.15 in cash and (ii) 0.77479 of a New Eaton ordinary share. Accordingly, Cooper has requested that the NYSE file a Form 25 to withdraw the Cooper Ordinary Shares from listing and terminate the registration of the Cooper Ordinary Shares under Section 12(b) of the Exchange Act. Prior to the open of trading on the NYSE on December 3, 2012, trading in Cooper Ordinary Shares was suspended by the NYSE. On or about December 13, 2012, Cooper expects to file a Form 15 with the SEC to terminate the registration of the Cooper Ordinary Shares under the Exchange Act and suspend its reporting obligations under Section 15(d) of the Exchange Act. The information set forth in Item 2.01 is incorporated by reference into this Item 3.01.

In connection with the Transactions, on November 30, 2012, each Cooper Ordinary Share (other than those held by Eaton or any of its affiliates) was converted into the right to receive (i) $39.15 in cash and (ii) 0.77479 of a New Eaton ordinary share. The information set forth in Item 2.01 is incorporated by reference into this Item 3.03.

The information set forth in Item 2.01 is incorporated by reference into this Item 5.01.

On November 30, 2012, in connection with the consummation of the Transactions, Cooper amended and restated its Memorandum and Articles of Association. The amended and restated Memorandum and Articles of Association of Cooper are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

(d) List of Exhibits

EXHIBIT
  NO.         DESCRIPTION

2.1           Transaction Agreement, dated as of May 21, 2012, by and among Eaton
              Corporation, Cooper Industries plc, Abeiron Limited, Comdell Limited,
              Turlock B.V. and Turlock Corporation (incorporated by reference to
              Exhibit 2.1 of Cooper Industries plc's Current Report on Form 8-K
              filed May 24, 2012)

2.2           Amendment No. 1 to the Transaction Agreement, dated June 22, 2012
              (incorporated by reference to Exhibit 2.2 of Cooper Industries plc's
              Quarterly Report for the quarterly period ended June 30, 2012 filed
              August 8, 2012)

2.3           Amendment No. 2 to the Transaction Agreement, dated October 19, 2012
              (incorporated by reference to Exhibit 2.1 of Cooper Industries plc's
              Current Report on Form 8-K filed October 19, 2012)

3.1           Memorandum and Articles of Association of Cooper Industries plc