TE Connectivity plc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
UNITED STATES
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FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
On February 13, 2026, TE Connectivity plc (the “Company”) entered into a Five-Year Senior Credit Agreement (the “Credit Agreement”), by and among the Company, as parent guarantor, its wholly-owned subsidiary TE Connectivity Switzerland Ltd. (the “Intermediate Guarantor”), as intermediate guarantor, its wholly-owned subsidiary, Tyco Electronics Group S.A. (“TEGSA”), as borrower, the lenders party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent, which provides for revolving credit commitments in the aggregate amount of $3,000,000,000 (the “New Five-Year Facility”), which New Five-Year Facility replaces in full TEGSA’s existing $1,500,000,000 five-year unsecured revolving credit facility under that certain Second Amended and Restated Five-Year Senior Credit Agreement, dated as of April 24, 2024 (the “Existing Credit Agreement”), by and among the Company, the Intermediate Guarantor, TEGSA, the lenders party thereto and Bank of America, N.A., as administrative agent. The New Five-Year Facility will back borrowings that the Company intends to make under its commercial paper program.
The Existing Credit Agreement was terminated concurrently with the effectiveness of, and as a condition of entering into, the Credit Agreement. The Existing Credit Agreement was scheduled to terminate on April 24, 2029, and the Company incurred no early termination penalties as a result of such termination.
The New Five-Year Facility matures on February 13, 2031, which may be extended, at TEGSA’s option, for up to two additional one-year periods, on the terms and conditions set forth in the Credit Agreement. The aggregate amount of commitments under the New Five-Year Facility may also be increased, at TEGSA’s option, in an aggregate amount not to exceed $1,000,000,000, on the terms and conditions set forth in the Credit Agreement.
Borrowings under the New Five-Year Facility bear interest at a rate per annum equal to, (1) in the case of borrowings in U.S. Dollars, at the option of TEGSA, (a) the term secured overnight financing rate (“Term SOFR”) or (b) an alternate base rate equal to the highest of (i) Bank of America, N.A.’s base rate, (ii) the federal funds effective rate plus 1/2 of 1%, (iii) the Term SOFR for a one-month interest period plus 1%, and (iv) 1%, (2) in the case of borrowings in Euro, the Euro Interbank Offered Rate, (3) in the case of borrowings in Sterling, the Sterling Overnight Index Average Reference Rate and (4) in the case of borrowings in Yen, the Tokyo Interbank Offered Rate, plus, in each case, an applicable margin based upon the senior, unsecured, long-term debt rating of TEGSA. TEGSA is required to pay an annual facility fee. Based on the applicable credit ratings of TEGSA, this fee ranges from 5.0 to 12.5 basis points of the Lenders’ commitments under the New Five-Year Facility.
The New Five-Year Facility contains a financial ratio covenant providing that if, as of the last day of each fiscal quarter, the Company’s ratio of Consolidated Total Debt to Consolidated EBITDA (each as defined in the Credit Agreement) for the then most recently concluded period of four consecutive fiscal quarters exceeds 3.75 to 1.0 (or, in the event the Qualified Acquisition (as defined in the Credit Agreement) has occurred, 4.25 to 1.0, subject to the terms of the Credit Agreement), an Event of Default (as defined in the Credit Agreement) is triggered. The Credit Agreement also includes other customary representations and warranties, affirmative and negative covenants and events of default.
In the ordinary course of their respective businesses, one or more of the Lenders, or their affiliates, have or may have various relationships with the Company and its subsidiaries involving the provision of a variety of financial services, including cash management, commercial banking, investment banking, advisory or other financial services, for which they received, or will receive, customary fees and expenses. In addition, the Company and its subsidiaries have or may enter into interest rate and foreign exchange derivative arrangements with one or more of the Lenders, or their affiliates.
Terms used above but not otherwise defined have the meaning provided in the Credit Agreement. This description of the Credit Agreement is a summary only and is qualified in its entirety by the terms of the Credit Agreement. A copy of the Credit Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 1.02.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Five-Year Senior Credit Agreement, dated as of February 13, 2026, by and among Tyco Electronics Group S.A., as borrower, TE Connectivity Switzerland Ltd., as intermediate guarantor, TE Connectivity plc, as parent guarantor, the lenders party thereto and Bank of America, N.A., as administrative agent. | |
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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.
Date: February 17, 2026
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TE CONNECTIVITY PLC | ||
| By: | /s/ Harold G. Barksdale | |
| Name: Harold G. Barksdale | ||
| Title: Vice President and Corporate Secretary | ||