Arrow Electronics, Inc. (NYSE: ARW) (the “Company”) today
announced the pricing terms of its previously announced cash tender
offer (the “Tender Offer”) for up to $345 million combined
aggregate total consideration (the “Maximum Tender Amount”) of its
outstanding notes (collectively, 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”), which remain unchanged except as
amended hereby and by the Company’s press release earlier today
announcing the early tender results and increase of the Maximum
Tender Amount of the Tender Offer.
The Total Consideration for each series of Notes is based on the
applicable reference yield plus a fixed spread over the yield to
maturity of the applicable U.S. Treasury Security specified in the
table below, and is payable to holders of the Notes who validly
tendered and did not validly withdraw their Notes on or before 5:00
p.m., New York City time, on June 14, 2017 (the “Early Tender
Deadline”) and whose Notes are accepted for purchase by the
Company. The Reference Yields listed in the table were determined
at 11:00 a.m., New York City time, on June 15, 2017 by the dealer
managers. The Total Consideration for each series of Notes includes
an early tender premium of $50.00 per $1,000 principal amount of
Notes validly tendered and not validly withdrawn by such holders
and accepted for purchase by the Company. In addition, holders
whose Notes are accepted for purchase pursuant to the Tender Offer
will receive accrued and unpaid interest from the last interest
payment date for the applicable series of Notes up to, but not
including, the settlement date, which is expected to occur on June
16, 2017 (such date, the “Early Settlement Date”).
Title ofSecurity
CUSIPNumbers
PrincipalAmountOutstanding
PrincipalAmountTendered(1)
PrincipalAmountAccepted
AcceptancePriorityLevel
ReferenceU.S. TreasurySecurity
Fixed Spread(basis points)
TotalConsideration(2)(3)
ApproximateProration
ReferenceYield
7.50% Notesdue 2027
042735AK6 $200,000,000 $89,567,000
$89,567,000 1
2.375% U.S.Treasury dueMay 15, 2027
165 $1,294.29 100% 2.155%
6.00% Notesdue 2020
042735BA7 $300,000,000 $90,634,000
$90,634,000 2
1.50% U.S.Treasury dueMay 15, 2020
75 $1,101.36 100% 1.483%
5.125% Notesdue 2021
04273WAB7 $250,000,000 $119,140,000
$119,140,000 3
1.75% U.S.Treasury dueMay 31, 2022
70 $1,094.16 100% 1.752%
3.00% Notesdue 2018
042735BB5 $300,000,000 $193,358,000 $0
4
1.25% U.S.Treasury dueMay 31, 2019
30 $1,009.42 0% 1.355% (1)
As reported by D.F. King & Co., Inc., the tender and
information agent for the Tender Offer. (2) Per $1,000 principal
amount of Notes accepted for purchase. (3) The Total Consideration
includes the early tender premium of $50 per $1,000 principal
amount of Notes.
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 was 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 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. On June 12, 2017 the Company completed an
underwritten public offering of senior unsecured notes in an
aggregate principal amount sufficient to satisfy the financing
condition 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/20170615006158/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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