AXE Anixter International Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): June 22, 2020

Registrant’s telephone number, including area code: (224) 521-8000

Former name or former address, if changed since last report.)

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:

☐    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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

On June 22, 2020, WESCO International, Inc., a Delaware corporation (“WESCO”), completed its previously announced acquisition of Anixter International Inc., a Delaware corporation (“Anixter”). Pursuant to the terms of the Agreement and Plan of Merger, dated as of January 10, 2020 (the “Merger Agreement”), by and among Anixter, WESCO and Warrior Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of WESCO (“Merger Sub”), Merger Sub was merged with and into Anixter (the “Merger”), with Anixter surviving the Merger and continuing as a wholly owned subsidiary of WESCO.

At the effective time of the Merger (the “Effective Time”), each outstanding share of common stock, par value $1.00 per share, of Anixter (the “Anixter Common Stock”) (subject to limited exceptions, including shares with respect to which dissenters’ rights have been validly exercised in accordance with Delaware law) was converted into the right to receive (i) $72.82 in cash, without interest, after giving effect to certain adjustments set forth in the Merger Agreement (the “Cash Consideration”), (ii) 0.2397 shares of common stock of WESCO (the “Common Stock Consideration”), par value $0.01 per share (the “WESCO Common Stock”) and (iii) 0.6356 depositary shares (the “Preferred Stock Consideration”), each representing a 1/1,000th interest in a share of newly issued fixed-rate reset cumulative perpetual preferred stock of WESCO, Series A, with a $25,000 stated amount per whole preferred share and an initial dividend rate equal to 10.625% (the “WESCO Series A Preferred Stock” and, collectively with the Cash Consideration and the Common Stock Consideration, the “Merger Consideration”).

No fractional shares of WESCO Common Stock or fractional depositary shares representing an interest in the WESCO Series A Preferred Stock will be issued in connection with the Merger. Each holder of Anixter Common Stock who would otherwise have been entitled to receive a fraction of a share of WESCO Common Stock or a fraction of a depositary share representing an interest in the WESCO Series A Preferred Stock (after taking into account all shares held by such holder) will instead receive cash (without interest) in lieu of such fractional share in accordance with the terms of the Merger Agreement.

The WESCO Series A Preferred Stock will have the designation and number of shares, and the relative powers, preferences, rights, qualifications, limitations and restrictions of the shares of such series, as set forth in the form of Certificate of Designations attached as Exhibit 3.3 to the Registration Statement on Form 8-A filed by WESCO with the U.S. Securities and Exchange Commission (the “SEC”) on June 19, 2020 (the “Form 8-A”). In addition, the depositary shares representing an interest in the WESCO Series A Preferred Stock will have the relative powers, preferences, rights, qualifications, limitations and restrictions as set forth in the Deposit Agreement attached as Exhibit 4.2 to the Form 8-A.

Approximately 8,150,228 shares of WESCO Common Stock and 21,611,534 depositary shares representing an interest in the WESCO Series A Preferred Stock were issued in connection with the Merger, and approximately $2,476 million in cash has been deposited with the exchange agent in connection with the Merger, for payment to Anixter stockholders. The issuance of shares of WESCO Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form S-4 (File No. 333-236307) filed by WESCO with the SEC and declared effective on March 11, 2020 (the “Form S-4”). The joint proxy statement/prospectus included in the Form S-4 contains additional information about the Merger Agreement and the Merger. The issuance of depositary shares representing an interest in the WESCO Series A Preferred Stock in connection with the Merger was registered under the Securities Act pursuant to the Form 8-A.

Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding in-the-money Anixter stock option and each outstanding Anixter restricted stock unit award granted prior to January 10, 2020, became fully vested (in the case of any performance-based restricted stock unit award, with the level of achievement of performance-based vesting criteria measured in accordance with the terms of the applicable award agreement) and was cancelled in exchange for the right to receive, in consideration of and in full settlement thereof, in respect of each share of Anixter Common Stock underlying such award, a cash payment (without interest) equal to the value of the Merger Consideration (equal to the sum of $72.82, plus the value of 0.2397 shares of common stock of WESCO determined based on a specified volume weighted average trading price, plus $15.89 in respect of the Preferred Stock Consideration, in each case, subject to certain adjustments specified in the Merger Agreement), less the applicable per share exercise price in the case of an Anixter stock option. Outstanding out-of-the-money Anixter stock options were cancelled at the Effective Time for no consideration. At the Effective Time, each outstanding Anixter restricted stock unit award granted on or after January 10, 2020 was converted into a cash-settled WESCO phantom stock unit award.

A copy of the Merger Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Anixter with the SEC on January 13, 2020 and is incorporated herein by reference. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement.

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