TE Connectivity plc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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* Issued by Tyco Electronics Group S.A., an indirect wholly-owned subsidiary of TE Connectivity plc
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Item 1.01. Entry into a Material Definitive Agreement.
On March 14, 2025, TE Connectivity plc (the “Company”) entered into a 364-Day 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 $1,500,000,000 (the “364-Day Facility”). The 364-Day Facility will back borrowings that the Company intends to make under its commercial paper program.
The 364-Day Facility matures on March 13, 2026, which may be extended, at TEGSA’s option, pursuant to a “term out” option, for an additional one-year, on the terms and conditions set forth in the Credit Agreement.
Borrowings under the 364-Day Facility bear interest at a rate per annum equal to, 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%, 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 3.0 to 9.0 basis points of the Lenders’ commitments under the 364-Day Facility.
The 364-Day 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, 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 and the 364-Day Facility 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 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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: March 17, 2025
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TE CONNECTIVITY PLC | ||
| By: | /s/ Harold G. Barksdale | |
| Name: Harold G. Barksdale | ||
| Title: Vice President and Corporate Secretary | ||
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