Arrow Electronics, Inc. (NYSE: ARW) (the “Company”) today
announced the early results of its previously announced cash tender
offer (the “Tender Offer”) for certain of its outstanding notes
(collectively, the “Notes”). The Company today also announced that
it has increased the Maximum Tender Amount from $285 million
combined aggregate total consideration to $345 million combined
aggregate total consideration for the Notes in the priorities set
forth in the table below. The terms and conditions of the Tender
Offer are described in the Company’s Offer to Purchase, dated June
1, 2017 (the “Offer to Purchase”), and remain unchanged except as
amended hereby.
As of 5:00 p.m., New York City time, on June 14, 2017 (the
“Early Tender Deadline”), the principal amounts of the Notes listed
in the table below had been validly tendered and not validly
withdrawn.
Title of Security
CUSIPNumbers
PrincipalAmountOutstanding
PrincipalAmountTendered(1) AcceptancePriorityLevel
ReferenceU.S. TreasurySecurity
Early TenderPremium(per $1,000) Fixed
Spread(basis points)
7.50% Notesdue 2027
042735AK6 $200,000,000
$89,567,000 1
2.375% U.S.Treasury dueMay 15, 2027
$50.00 165
6.00% Notesdue 2020
042735BA7 $300,000,000
$90,634,000 2
1.50% U.S.Treasury dueMay 15, 2020
$50.00 75
5.125% Notesdue 2021
04273WAB7 $250,000,000
$119,140,000 3
1.75% U.S.Treasury dueMay 31, 2022
$50.00 70
3.00% Notesdue 2018
042735BB5 $300,000,000
$193,358,000 4
1.25% U.S.Treasury dueMay 31, 2019
$50.00 30
(1) As reported by D.F. King & Co., Inc., the tender and
information agent for the Tender Offer.
Pursuant to the terms of the Tender Offer, the amount of Notes
that will be accepted for purchase is subject to the Maximum Tender
Amount. The amounts of each series of Notes that will be accepted
for purchase by the Company will be determined in accordance with
the Acceptance Priority Levels specified in the table above, with 1
being the highest Acceptance Priority Level and 4 being the lowest
Acceptance Priority Level, and the proration procedures described
in the Offer to Purchase so as not to exceed the Maximum Tender
Amount.
The withdrawal deadline of 5:00 p.m., New York City time, on
June 14, 2017 (the “Withdrawal Deadline”) has passed and,
accordingly, Notes validly tendered in the Tender Offer may no
longer be withdrawn except where additional withdrawal rights are
required by law.
The Company expects to determine the pricing terms for the
Tender Offer at 11 a.m., New York City time, on June 15, 2017. The
Tender Offer is scheduled to expire at 11:59 p.m., New York City
time, on June 28, 2017. However, because holders of Notes subject
to the Tender Offer validly tendered and did not validly withdraw
Notes on or prior to the Early Tender Deadline for which the
aggregate principal amount exceeds the Maximum Tender Amount, the
Company will not accept for purchase any Notes tendered after the
Early Tender Deadline.
Notes not accepted for purchase by the Company in the Tender
Offer will be promptly credited to the account of the registered
holder of such Notes with The Depository Trust Company or otherwise
returned in accordance with the Offer to Purchase.
The Company’s obligation to accept for purchase, and pay for,
any Notes validly tendered and not validly withdrawn and accepted
for purchase pursuant to the Tender Offer is conditioned on the
satisfaction or waiver by the Company of the conditions described
in the Offer to Purchase.
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/20170615005581/en/
Arrow Electronics, Inc.Steven O’BrienVice President, Investor
Relations303-824-4544orMedia Contact:John HouriganVice President,
Global Communications303-824-4586
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