UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  i 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):  i March 7, 2024

WESCO International, Inc.

(Exact name of registrant as specified in its charter)

 i (412)  i 454-2200

(Registrant’s telephone number, including area code)

Not applicable.

(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:

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

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  i ☐

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. ☐

Senior Notes Offering

On March 7, 2024, WESCO Distribution, Inc. (the “Issuer” or “Wesco Distribution”), a wholly owned subsidiary of WESCO International, Inc. (the “Company” or “WESCO”), completed its previously announced offering (the “Offering”) to eligible purchasers of $900 million aggregate principal amount of 6.375% senior notes due 2029 (the “5-Year Notes”) and $850 million aggregate principal amount of 6.625% senior notes due 2032 (the “8-Year Notes” and, together with the 5-Year Notes, the “Notes”). The 5-Year Notes were issued at a price of 100% of the aggregate principal amount thereof. The 8-Year Notes were issued at a price of 100% of the aggregate principal amount thereof.

The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of March 7, 2024, among the Issuer, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes of each series and related guarantees were issued in a private transaction exempt from the Securities Act of 1933, as amended (the “Securities Act”), and have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

The net proceeds from the sale of the Notes were approximately $1,728.4 million, after deducting the discounts to the initial purchasers and estimated offering expenses. The Issuer intends to use the net proceeds from this Offering to redeem all of its outstanding 7.125% senior notes due 2025 (the “Wesco 2025 Notes”) on or after June 15, 2024 and for general corporate purposes. Prior to repaying the Wesco 2025 Notes, the Issuer intends to (i) use the net proceeds from this Offering temporarily to repay a portion of the amounts outstanding under its accounts receivable securitization facility (the “Receivables Facility”) and to repay all of the outstanding borrowings under its asset-based revolving credit facility (the “ABL Facility”) and (ii) subsequently redraw under the Receivables Facility and the ABL Facility in an aggregate amount sufficient to redeem the Wesco 2025 Notes.

The Notes are unsecured and unsubordinated obligations of the Issuer and are guaranteed on an unsecured, unsubordinated basis by the Company and by its wholly-owned subsidiary, Anixter Inc. The 5-Year Notes accrue interest at a rate of 6.375% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2024. The 5-Year Notes will mature on March 15, 2029. The 8-Year Notes accrue interest at a rate of 6.625% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2024. The 8-Year Notes will mature on March 15, 2032.

The Issuer may redeem all or a part of the 5-Year Notes at any time prior to March 15, 2026 by paying a “make-whole” premium plus accrued and unpaid interest, if any, to but excluding the redemption date. In addition, at any time prior to March 15, 2026, the Issuer may redeem up to 35% of the original aggregate principal amount of the 5-Year Notes with the net cash proceeds from certain equity offerings. On or after March 15, 2026, the Issuer may redeem all or a part of the 5-Year Notes on the redemption dates and at the redemption prices specified in the Indenture. The Issuer may redeem all or a part of the 8-Year Notes at any time prior to March 15, 2027 by paying a “make-whole” premium plus accrued and unpaid interest, if any, to but excluding the redemption date. In addition, at any time prior to March 15, 2027, the Issuer may redeem up to 35% of the original aggregate principal amount of the 8-Year Notes with the net cash proceeds from certain equity offerings. On or after March 15, 2027, the Issuer may redeem all or a part of the 8-Year Notes on the redemption dates and at the redemption prices specified in the Indenture.

The Issuer is obligated to offer to repurchase each series of the Notes at a price of 101% of their principal amount plus accrued and unpaid interest, if any, upon the occurrence of certain change of control triggering events, subject to certain qualifications and exceptions.

The Indenture contains certain covenants that, among other things, limit the Company’s and its restricted subsidiaries’ ability to incur liens on assets, make certain restricted payments, engage in certain sale and leaseback transactions or sell certain assets or merge or consolidate with or into other companies, subject to certain qualifications and exceptions, including the termination of certain of these covenants upon the Notes receiving investment grade credit ratings.

The Indenture contains certain events of default, including, among other things, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the applicable series of the then-outstanding Notes to accelerate or, in certain cases, will automatically cause the acceleration of the amounts due under the applicable series of Notes.

Copies of the Indenture, the form of the 5-Year Notes and the form of the 8-Year Notes are attached to this Current Report on Form 8-K as exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated by reference as though fully set forth herein. The foregoing summary of the Indenture, the 5-Year Notes and 8-Year Notes does not purport to be complete and is qualified in its entirety by the complete text of each of such documents.

Receivables Purchase Agreement Amendment

On March 8, 2024, Wesco Distribution amended its Receivables Facility pursuant to the terms and conditions of the Eighth Amendment to Fifth Amended and Restated Receivables Purchase Agreement, dated as of March 8, 2024 (the “Receivables Amendment”), by and among WESCO Receivables Corp., Wesco Distribution, the various purchasers and purchaser agents party thereto and PNC Bank, National Association, as administrator, which amends the Fifth Amended and Restated Receivables Purchase Agreement, dated as of June 22, 2020 (the “Receivables Purchase Agreement”). The Receivables Amendment, among other things, (i) reduces the purchase limit under the Receivables Facility from $1,625 million to $1,550 million, (ii) increases the capacity to request increases in the purchase limit under the Receivables Facility from $125 million to $300 million, (iii) extends the termination date of the Receivables Facility to March 1, 2027, (iv) adds a commercial paper funding option for any conduit purchaser funding its investment through issuances of notes, (v) modifies the drawn spread applicable to investments, and (vi) makes certain other amendments to the Receivables Purchase Agreement.

A copy of the Receivables Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description above is a summary of the Receivables Amendment, does not purport to be complete, and is qualified in its entirety by the complete text of the Receivables Amendment.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.