Current Report Filing (8-k)
December 23 2016 - 02:02PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported):
December
23, 2016
ARROW ELECTRONICS, INC.
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(Exact Name of Registrant as Specified in its Charter)
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NEW YORK
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1-4482
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11-1806155
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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9201 E. Dry Creek Road, Centennial, Colorado
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80112
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (303) 824-4000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
Amended and Restated Credit Agreement
On December 23, 2016 Arrow Electronics, Inc. (the “Company”) and certain
of the Company’s subsidiaries, as borrowers, entered into an Amended and
Restated Credit Agreement with the lenders from time to time parties
thereto, and JPMorgan Chase Bank, N.A., as administrative agent and
JPMorgan Chase Bank, N.A., acting through its Hong Kong branch, as
administrative agent to any non-U.S. subsidiary borrower organized under
the laws of Hong Kong (the “Credit Agreement”), which amends the
Company’s existing credit facility dated as of December 13, 2013. The
Credit Agreement provides for extensions of credit in the aggregate
amount of up to $1,800,000,000 consisting of revolving credit facilities
and letters of credit.
Interest and fees under the Credit Agreement will generally be payable
at least on a quarterly basis and the applicable margins and fees are
determined based on the actual or implied senior unsecured debt ratings
of the Company in effect from time to time by Moody’s Investors Service,
Inc. or Standard & Poor’s Ratings Group.
The Company and certain of its U.S. and non-U.S. subsidiaries may be
borrowers under the Credit Agreement. Loans may be made, and letters of
credit may be issued, under the Credit Agreement in U.S. Dollars,
British Pounds Sterling, Euros and other specified currencies. The
Company’s obligations are guaranteed by certain of the Company’s
domestic subsidiaries. The obligations of any subsidiary borrowers are
guaranteed by the Company.
The Credit Agreement contains a number of covenants, including, among
other things, the requirement to comply with various financial ratios
and tests, restrictions on the Company’s and certain of its
subsidiaries’ ability to incur liens; merge or consolidate with other
companies; enter into agreements that limit its or its subsidiaries’
ability to incur liens or its subsidiaries’ ability pay dividends;
restrictions on the ability to make certain acquisitions; and
restrictions on the ability of the Company’s subsidiaries to incur
indebtedness.
The Credit Agreement will mature on December 23, 2021 and the maturity
may be accelerated upon the occurrence and during the continuation of an
event of default. Events of default under the Credit Agreement include
the failure to pay principal or interest when due; the breach of any
representation or warranty; covenant defaults; insolvency of the Company
or certain subsidiaries; imposition of certain judgments; certain events
relating to the Employee Retirement Income Security Act of 1974 (as
amended); a change in control (with respect to Company’s board of
directors or the ownership of the Company’s shares); impairment of loan
documentation or any guarantees; and cross-defaults to certain other
indebtedness.
ITEM 8.01 OTHER EVENTS.
Press Release
On December 23, 2016, the Company issued a press release regarding the
execution of the Credit Agreement. A copy of the press release is filed
hereto as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
Number
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Description of Document
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99.1
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Press Release, issued December 23, 2016.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ARROW ELECTRONICS, INC.
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Date: December 23, 2016
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By:
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/s/ Gregory Tarpinian
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Name:
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Gregory Tarpinian
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Title:
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Senior Vice President
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and General Counsel
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