Amphenol Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 28, 2024, Amphenol Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and between the Company and Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc. and HSBC Securities (USA) Inc., as representatives of the several Underwriters named in Schedule A thereto, relating to the offer and sale of $250,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2027 (the “Additional 2027 Notes”), $750,000,000 aggregate principal amount of the Company’s 5.000% Senior Notes due 2035 (the “2035 Notes”) and $500,000,000 aggregate principal amount of the Company’s 5.375% Senior Notes due 2054 (the “2054 Notes” and, together with the Additional 2027 Notes and 2035 Notes, the “Notes”). The Additional 2027 Notes constitute a further issuance of the Company’s 5.050% Senior Notes due 2027, of which $450,000,000 aggregate principal amount was issued on April 5, 2024 (the “Existing 2027 Notes”) and will form a single series with, and have the same terms (other than the issue date, the issue price and the first interest payment date) as the Existing 2027 Notes. Upon settlement, the Additional 2027 Notes will have the same CUSIP number and will trade interchangeably with the Existing 2027 Notes. The closing of the offering is expected to occur on October 31, 2024, subject to the satisfaction of customary closing conditions.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto, and is filed herewith for purposes of incorporation by reference into the Company’s Registration Statement (No. 333-270605).
The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 8.01 | Other Events. |
On October 28, 2024, the Company issued a press release announcing the pricing of each series of the Notes, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
SIGNATURES
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 | |||
| Date: October 29, 2024 | By: | /s/ Craig A. Lampo | |
| Name: | Craig A. Lampo | ||
| Title: | Senior Vice President and Chief Financial Officer | ||