Arrow Electronics, Inc. (NYSE: ARW) announced today the
commencement of a cash tender offer (the “Tender Offer”) for up to
$285.0 million combined aggregate Total Consideration (as
defined below) (the “Maximum Tender Amount”) of its
outstanding 7.50% Senior Debentures due 2027, 6.00% Notes
due 2020, 5.125% Notes due 2021 and 3.00% Notes
due 2018 (collectively, the “Notes”) in the priorities set
forth in the table below. Notes that are accepted in the Tender
Offer will be purchased, retired and cancelled by the company and
will no longer represent outstanding obligations of the
company.
The following table sets forth certain information regarding the
Notes and the Tender Offer:
Title of Security
CUSIPNumbers
PrincipalAmountOutstanding
AcceptancePriorityLevel
Reference U.S.TreasurySecurity
BloombergReferencePage(1)
Early TenderPremium(per $1,000)
Fixed Spread(basis points)
7.50% Senior Debenturesdue 2027
042735AK6 $200,000,000
1
2.375% U.S. Treasurydue May 15, 2027
FIT1 $50 165
6.00% Notesdue 2020
042735BA7 $300,000,000
2
1.50% U.S. Treasurydue May 15, 2020
FIT1 $50 75
5.125% Notesdue 2021
04273WAB7 $250,000,000
3
1.75% U.S. Treasurydue May 31, 2022
FIT1 $50 70
3.00% Notesdue 2018
042735BB5 $300,000,000
4
1.25% U.S. Treasurydue May 31, 2019
FIT1 $50 30 (1)
The applicable page on Bloomberg from which the dealer managers for
the Tender Offer will quote the bid-side prices of the applicable
U.S. Treasury Security.
The Tender Offer is being made upon and is subject to the terms
and conditions, including a financing condition, set forth in the
company’s Offer to Purchase dated June 1, 2017 (the “Offer to
Purchase”). The Tender Offer will expire at 11:59 p.m., New
York City time, on June 28, 2017, unless extended or earlier
terminated by the company (the “Expiration Date”). Tenders of Notes
may be withdrawn at any time on or prior to 5:00 p.m., New
York City time, on June 14, 2017 (the “Early Tender Deadline”), but
may not be withdrawn thereafter except in certain limited
circumstances where additional withdrawal rights are required by
law.
The consideration paid in the Tender Offer for each series of
Notes that are validly tendered and accepted for purchase will be
determined in the manner described in the Offer to Purchase by
reference to a fixed spread over the yield to maturity of the
applicable U.S. Treasury Security specified in the table above
and in the Offer to Purchase (the “Total Consideration”). Holders
of Notes that are validly tendered and not withdrawn on or prior to
the Early Tender Deadline and accepted for purchase will receive
the applicable Total Consideration, which includes an early tender
premium of $50 per $1,000 principal amount of the Notes
accepted for purchase (the “Early Tender Premium”). Holders of
Notes who validly tender their Notes following the Early Tender
Deadline but on or prior to the Expiration Date will only receive
the applicable “Tender Offer Consideration” per $1,000 principal
amount of any such Notes tendered by such holders that are accepted
for purchase, which is equal to the applicable Total Consideration
minus the Early Tender Premium. The Total Consideration will be
determined at 11:00 a.m., New York City time, on June 15,
2017, unless extended by the company.
Payments for Notes purchased will include accrued and unpaid
interest from and including the last interest payment date
applicable to the relevant series of Notes up to, but not
including, the applicable settlement date for such Notes accepted
for purchase. The settlement date for Notes that are validly
tendered on or prior to the Early Tender Deadline is expected to be
June 16, 2017, two business days following the Early Tender
Deadline (the “Early Settlement Date”). The settlement date for
Notes that are tendered following the Early Tender Deadline but on
or prior to the Expiration Date is expected to be June 29, 2017,
one business day following the Expiration Date (the “Final
Settlement Date”), assuming the Maximum Tender Amount is not
purchased on the Early Settlement Date.
Subject to the Maximum Tender Amount, all Notes validly tendered
and not validly withdrawn on or prior to the Early Tender Deadline
having a higher Acceptance Priority Level (with 1 being the
highest) will be accepted before any tendered Notes having a lower
Acceptance Priority Level (with 4 being the lowest), and all
Notes validly tendered following the Early Tender Deadline having a
higher Acceptance Priority Level will be accepted before any Notes
tendered following the Early Tender Deadline having a lower
Acceptance Priority Level. However, even if the Tender Offer is not
fully subscribed as of the Early Tender Deadline, subject to the
Maximum Tender Amount, Notes validly tendered and not validly
withdrawn on or prior to the Early Tender Deadline will be accepted
for purchase in priority to other Notes tendered following the
Early Tender Deadline even if such Notes tendered following the
Early Tender Deadline have a higher Acceptance Priority Level than
Notes tendered on or prior to the Early Tender Deadline.
Notes of a series may be subject to proration if the aggregate
principal amount of the Notes of such series validly tendered and
not validly withdrawn would cause the Maximum Tender Amount to be
exceeded. If the Notes within an Acceptance Priority Level are
accepted on a prorated basis, no series of Notes with an Acceptance
Priority Level lower than such prorated series of Notes will be
accepted for purchase. Furthermore, if the Tender Offer is fully
subscribed as of the Early Tender Deadline, holders who validly
tender Notes following the Early Tender Deadline will not have any
of their Notes accepted for purchase.
The company’s obligation to accept for purchase and to pay for
the Notes validly tendered in the Tender Offer is conditioned on
the satisfaction or waiver of the conditions described in the Offer
to Purchase, including a financing condition and certain other
general conditions described in the Offer to Purchase. The company
reserves the right, subject to applicable law, to: (i) waive
any and all conditions to the Tender Offer; (ii) extend or
terminate the Tender Offer; (iii) increase or decrease the
Maximum Tender Amount; or (iv) otherwise amend the Tender
Offer in any respect.
Information Relating to the Tender Offer
Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and
Mizuho Securities USA LLC are acting as the dealer managers for the
Tender Offer. The information agent and tender agent is D.F. King
& Co., Inc. Copies of the Offer to Purchase and related
offering materials are available by contacting D.F. King & Co.,
Inc. at (800) 967-5079 (toll-free), (212) 269-5550 (banks and
brokers) or arw@dfking.com. Questions regarding the Tender Offer
should be directed to Goldman Sachs & Co. LLC, Liability
Management Group, at (212) 357-1057 (collect) or (800) 828-3182
(toll-free) or J.P. Morgan Securities LLC, Liability Management
Desk, at (212) 834-8553 (collect) or (866) 834-4666 (toll-free) or
Mizuho Securities USA LLC, Liability Management Group at (212)
205-7736 (collect) or (866) 271-7403 (toll-free). This press
release shall not constitute an offer to sell, a solicitation to
buy or an offer to purchase or sell any securities. The Tender
Offer is being made only pursuant to an Offer to Purchase dated
June 1, 2017, which set forth the terms and conditions of the
Tender Offer, and only in such jurisdictions as is permitted under
applicable law.
Disclosure Regarding Forward-Looking Statements
Included herein are forward-looking statements, including
statements with respect to an anticipated financing. There are many
factors that affect management’s views about future events and
trends of the business and operations of the company, all as more
thoroughly described in the company’s filings with the Securities
and Exchange Commission. The company does not undertake any
obligation to update forward-looking information included in this
release or any of its public filings.
About Arrow Electronics
Arrow Electronics is a global provider of products, services and
solutions to industrial and commercial users of electronic
components and enterprise computing solutions. Arrow serves as a
supply channel partner for more than 125,000 original equipment
manufacturers, contract manufacturers and commercial customers
through a global network of more than 465 locations serving over 90
countries.
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version on businesswire.com: http://www.businesswire.com/news/home/20170601005808/en/
Arrow Electronics, Inc.Contact:Steven O’Brien,
303-824-4544Vice President, Investor RelationsorMedia
Contact:John Hourigan, 303-824-4586Vice President, Global
Communications
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