TE Connectivity plc filed SEC Form 8-K: Termination of a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
As previously reported on March 14, 2025, TE Connectivity plc (“TE Connectivity”) entered into a 364-Day Senior Credit Agreement (the “Credit Agreement”), by and among TE Connectivity, as parent guarantor, its wholly-owned subsidiary TE Connectivity Switzerland Ltd. (the “Swiss TE”), as intermediate guarantor, its wholly-owned subsidiary Tyco Electronics Group S.A. (“TEGSA”), as borrower, the lenders party thereto 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 backed TE Connectivity’s borrowings under its commercial paper program incurred in connection with the financing of TE Connectivity’s acquisition of the Richards Manufacturing business, which was consummated on April 1, 2025.
As a result of the successful issuance of Notes described below and the previously disclosed issuance on May 6, 2025 of euro-denominated notes, TE Connectivity has voluntarily elected to terminate the 364-Day Facility, effective May 16, 2025. There were no borrowings under the 364-Day Facility outstanding as of May 9, 2025. Following the termination of the facility and expected repayment of outstanding commercial paper with the net proceeds of the new notes issuances, TE Connectivity also expects to reduce the capacity of its existing commercial paper program from $2.75 billion to $1.25 billion.
Item 8.01. OTHER EVENTS.
On May 9, 2025, TEGSA issued $450,000,000 aggregate principal amount of its 4.500% Senior Notes due 2031 (the “2031 Notes”) and $450,000,000 aggregate principal amount of its 5.000% Senior Notes due 2035 (the “2035 Notes” and, together with the 2031 Notes, 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 $887.5 million after deducting the underwriters’ discount but before other expenses, and, together with any net proceeds received from the concurrent Euro 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, Swiss TE, as additional guarantor, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture governing the 2031 Notes, dated as of May 9, 2025 (the “Third Supplemental Indenture”) and the Fourth Supplemental Indenture governing the 2035 Notes, dated as of May 9, 2025 (the “Fourth 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.
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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 Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Scotia Capital (USA) Inc., in their capacity as representatives of the several underwriters (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 Third Supplemental Indenture, the Fourth 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 Third Supplemental Indenture, which is filed as Exhibit 4.1 hereto, the Fourth Supplemental Indenture, which is filed as Exhibit 4.2 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 9, 2025
| TE CONNECTIVITY PLC | |||
| By: | /s/ Harold G. Barksdale | ||
| Name: | Harold G. Barksdale | ||
| Title: | Vice President and Corporate Secretary | ||
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