Arrow Electronics Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Offering of the Notes
On August 21, 2024, Arrow Electronics, Inc. (the “Company”) issued and sold $500,000,000 in aggregate principal amount of its 5.150% notes due 2029 (the “Notes”) in a registered public offering pursuant to an effective Registration Statement on Form S-3 (File No. 333-277564) (the “Registration Statement”) filed with the Securities and Exchange Commission.
Indenture
The Notes were issued pursuant to the indenture, dated as of March 1, 2024 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the second supplemental indenture, dated as of August 21, 2024 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
The Base Indenture, the Second Supplemental Indenture and the form of the Note are filed as Exhibits 4.1, 4.2 and 4.3, respectively, and are each incorporated herein by reference. The Base Indenture, the Second Supplemental Indenture and the form of the Note are also filed with reference to, and are hereby incorporated by reference in, the Registration Statement.
Terms of the Notes
The Notes bear interest at a rate of 5.150% per annum, payable semiannually on February 21 and August 21 of each year, commencing on February 21, 2025, and mature on August 21, 2029. The Notes are redeemable at the Company’s option, in whole or in part, at any time and from time to time, at the applicable redemption price described in the Indenture. The Notes are the Company’s general unsubordinated and unsecured indebtedness, and are subject to usual and customary covenants, including restrictions on liens, sale/lease-back transactions and mergers, consolidations or sales of substantially all of the Company’s assets. Upon the occurrence of a Change of Control Triggering Event, as defined in the Indenture, the Company will be required to offer to purchase the Notes at 101% of their principal amount, plus accrued and unpaid interest to the date of purchase. The descriptions of the Indenture and the Notes herein are summaries and are qualified in their entirety by the terms of the Indenture and the Notes.
| Item 8.01. | Other Events. |
Underwriting Agreement
The Notes were sold pursuant to an Underwriting Agreement, dated as of August 12, 2024 (the “Underwriting Agreement”), by and among the Company and BofA Securities, Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein. The Underwriting Agreement sets forth the terms and conditions pursuant to which the Company agreed to sell the Notes to the underwriters and the underwriters agreed to purchase the Notes from the Company for resale to the public in the offering.
The Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The Underwriting Agreement is also filed with reference to, and is hereby incorporated by reference in, the Registration Statement.
Legal Opinion Letter
In connection with the offering, a legal opinion letter of Latham & Watkins LLP regarding the validity of the Notes is attached as Exhibit 5.1 hereto. The legal opinion letter is also filed with reference to, and is hereby incorporated by reference in, the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) 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.
| ARROW ELECTRONICS, INC. | |||
| Date: | August 21, 2024 | By: | /s/ Carine L. Jean-Claude |
| Name: | Carine L. Jean-Claude | ||
| Title: | Senior Vice President, Chief Legal Officer and Secretary | ||