Amphenol Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 16, 2025, Amphenol Corporation (the “Company”) issued and sold €600,000,000 aggregate principal amount of the Company’s 3.125% Senior Notes due 2032 (the “Notes”), pursuant to the Company’s Registration Statement on Form S-3 (No. 333-270605), including the related prospectus dated March 16, 2023, as supplemented by the prospectus supplement dated June 11, 2025. The Notes were sold in an underwritten public offering pursuant to an underwriting agreement, dated June 11, 2025, by and between the Company and BNP PARIBAS, Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, Barclays Bank PLC, HSBC Bank plc, Mizuho International plc, The Toronto-Dominion Bank, Goldman Sachs & Co. LLC, J.P. Morgan Securities plc, ING Bank N.V. Belgian Branch, Siebert Williams Shank & Co., LLC, Standard Chartered Bank and U.S. Bancorp Investments, Inc.
On June 12, 2025, the Company closed its offering of $750,000,000 aggregate principal amount of 4.375% Senior Notes due 2028 (the “USD Notes”).
The Company received net proceeds from the offering of the Notes, after deducting the underwriting discounts and estimated offering expenses payable by the Company, of approximately €591.3 million. The Company intends to use the net proceeds from the offering of the Notes and the offering of the USD Notes to repay borrowings under the Company’s U.S. commercial paper program and for general corporate purposes.
The Notes were issued pursuant to an indenture dated as of March 16, 2023 (the “Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and certain of the terms of the Notes were established pursuant to an Officers’ Certificate dated June 16, 2025 (the “Officers’ Certificate”), in accordance with the Indenture. The Indenture and Officers’ Certificate contain certain covenants and events of default and other customary provisions.
The Notes bear interest at a rate of 3.125% per year. Interest on the Notes is payable annually on June 16 of each year, beginning on June 16, 2026. The Company will make each interest payment to the persons in whose name the Notes are registered at the close of business on the day that is one business day immediately preceding the applicable interest payment date. The Notes will mature on June 16, 2032. Prior to March 16, 2032 (three months prior to the maturity date of the Notes), the Company may redeem, at its option, some or all of the Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, plus a “make-whole” premium. On or after March 16, 2032 (three months prior to the maturity date of the Notes), the Company may redeem, at its option, the Notes in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. The Notes are unsecured, unsubordinated and rank equally in right of payment with all of the Company’s other unsecured unsubordinated senior indebtedness and senior obligations.
The above descriptions of the Indenture, the Officers’ Certificate and the Notes are qualified in their entirety by reference to the Indenture, the Officers’ Certificate and the Notes, copies of which are attached as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K, and are incorporated by reference herein.
The exhibits to this Current Report on Form 8-K (except for Exhibit 104) are hereby incorporated by reference in the Registration Statement (No. 333-270605).
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The foregoing terms and conditions of the Indenture, the Officers’ Certificate and the Notes described in Item 1.01 of this Current Report on Form 8-K are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 4.1 | Indenture, dated as of March 16, 2023, between Amphenol Corporation and U.S. Bank Trust Company, National Association, as trustee (filed as Exhibit 4.1 to the Form S-3 filed on March 16, 2023) | |
| 4.2 | Officers’ Certificate, dated June 16, 2025, establishing the Notes pursuant to the Indenture | |
| 4.3 | Form of Global Note for the Notes | |
| 5.1 | Opinion of Latham & Watkins LLP regarding the legality of the Notes issued by Amphenol Corporation | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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.
| AMPHENOL CORPORATION | ||
| By: | /s/ Craig A. Lampo | |
| Craig A. Lampo | ||
| Senior Vice President and Chief Financial Officer | ||
Date: June 16, 2025