TE Connectivity plc filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
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 8.01. OTHER EVENTS.
On May 6, 2025, Tyco Electronics Group S.A. (“TEGSA”), a wholly-owned subsidiary of TE Connectivity plc (“TE Connectivity”), issued €500,000,000 aggregate principal amount of its 2.500% Senior Notes due 2028 (the “Notes”). The Notes were offered and sold by TEGSA pursuant to a registration statement on Form S-3 (Registration No. 333-282440) (the “Registration Statement”). The net proceeds from the sale of the Notes were approximately €496.3 million after deducting the underwriters’ discount but before other expenses, and, together with any net proceeds received from any concurrent USD notes offering, will be used for general corporate purposes, including the repayment of indebtedness incurred in connection with the acquisition of the Richards Manufacturing business.
The Notes are governed by an amended and restated indenture, dated as of January 31, 2025 (the “Indenture”), among TEGSA, as issuer, TE Connectivity, as parent guarantor, TE Connectivity Switzerland Ltd., as additional guarantor (“Swiss TE”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated as of May 6, 2025 (the “Second Supplemental Indenture”), among TEGSA, as issuer, TE Connectivity, as parent guarantor, Swiss TE, as additional guarantor, and the Trustee. The Trustee will receive customary fees in connection therewith. The Notes are fully and unconditionally guaranteed as to payment on an unsecured senior basis by TE Connectivity and Swiss TE (the “Guarantees”). The Notes are TEGSA’s unsecured senior obligations and rank equally in right of payment with all of its existing and future senior debt, and senior to any subordinated indebtedness that TEGSA may incur.
The Notes were offered pursuant to an underwriting agreement (the “Underwriting Agreement”), dated as of April 29, 2025, among TEGSA, as issuer, TE Connectivity, as parent guarantor, Swiss TE, as additional guarantor, and Barclays Bank PLC, BNP PARIBAS, BofA Securities Europe SA, Citigroup Global Markets Limited, Deutsche Bank Aktiengesellschaft, Goldman Sachs & Co. LLC, J.P. Morgan Securities plc, Scotiabank (Ireland) Designated Activity Company, Loop Capital Markets LLC, Academy Securities, Inc., Commerzbank Aktiengesellschaft, Intesa Sanpaolo IMI Securities Corp., Standard Chartered Bank and WauBank Securities LLC (the “Underwriters”). Pursuant to the Underwriting Agreement and subject to the terms and conditions expressed therein, TEGSA agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. On April 29, 2025, TE Connectivity issued a press release announcing the pricing of the Notes. A copy of the press release is filed as Exhibit 99.1 hereto.
The foregoing descriptions of the Indenture, the Second Supplemental Indenture and the Underwriting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Indenture, which was filed as Exhibit 4.1 to TE Connectivity’s Current Report on Form 8-K, filed on January 31, 2025, the Second Supplemental Indenture, which is filed as Exhibit 4.1 hereto, and the Underwriting Agreement, which is filed as Exhibit 1.1 hereto. The foregoing documents are incorporated by reference herein.
In connection with the offering of the Notes, TE Connectivity is filing as Exhibits 5.1, 5.2, 5.3 and 5.4 hereto opinions of counsel addressing the validity of the Notes and the Guarantees and certain related matters. Such opinions are incorporated by reference into the Registration Statement.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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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: May 6, 2025
| TE CONNECTIVITY PLC | |||
| By: | /s/ Harold G. Barksdale | ||
| Name: | Harold G. Barksdale | ||
| Title: | Vice President and Corporate Secretary | ||
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