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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/05/24 Amphenol Corp./DE 8-K:1,2,9 4/05/24 15:601K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 37K 2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 187K 3: EX-4.3 Instrument Defining the Rights of Security Holders HTML 39K 4: EX-4.4 Instrument Defining the Rights of Security Holders HTML 39K 5: EX-4.5 Instrument Defining the Rights of Security Holders HTML 39K 6: EX-5.1 Opinion of Counsel re: Legality HTML 18K 10: R1 Cover HTML 46K 12: XML IDEA XML File -- Filing Summary XML 12K 15: XML XBRL Instance -- tm2410279d2_8k_htm XML 16K 11: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 8: EX-101.LAB XBRL Labels -- aph-20240405_lab XML 97K 9: EX-101.PRE XBRL Presentations -- aph-20240405_pre XML 65K 7: EX-101.SCH XBRL Schema -- aph-20240405 XSD 13K 13: JSON XBRL Instance as JSON Data -- MetaLinks 25± 35K 14: ZIP XBRL Zipped Folder -- 0001104659-24-044291-xbrl Zip 95K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 April 5, 2024
(Exact name of registrant as specified in charter)
| i Delaware | i 1-10879 | i 22-2785165 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| i 358 Hall Avenue, i Wallingford, i Connecticut | i 06492 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: ( i 203) i 265-8900
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:
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i Class A Common Stock, $0.001 par value per share | i APH | i New York Stock Exchange |
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).
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. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 5, 2024, Amphenol Corporation (the “Company”) issued and sold $450,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2027 (the “2027 Notes”), $450,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2029 (the “2029 Notes”) and $600,000,000 aggregate principal amount of the Company’s 5.250% Senior Notes due 2034 (the “2034 Notes” and, together with the 2027 Notes and 2029 Notes, the “Notes”) pursuant to the Company’s Registration Statement on Form S-3 (No. 333-270605), including the related prospectus dated March 16, 2023, as supplemented by the prospectus supplement dated April 2, 2024. The Notes were sold in an underwritten public offering pursuant to an underwriting agreement, dated April 2, 2024, by and between the Company and BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and TD Securities (USA) LLC, as representatives of the several Underwriters named in Schedule A thereto.
The Company received net proceeds from the offering, after deducting the underwriting discounts and estimated offering expenses payable by the Company, of approximately $1,486.6 million. Absent a special mandatory redemption, the Company intends to use the net proceeds from the offering of the Notes, together with a combination of cash on hand and other debt financing, to pay the cash consideration for the Company’s pending acquisition of the Carlisle Interconnect Technologies business of Carlisle Companies Incorporated (the “CIT Acquisition”), the payment of fees and expenses related thereto and, to the extent that the net proceeds from this offering are not used for such purposes, for general corporate purposes. If a special mandatory redemption event occurs, the Company will be required to redeem the Notes of each series in a special mandatory redemption, as further described below.
The Notes were issued pursuant to an indenture dated as of March 16, 2023 (the “Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and certain of the terms of each series of the Notes were established pursuant to an Officers’ Certificate dated April 5, 2024 (the “Officers’ Certificate”) in accordance with the Indenture. The Indenture and Officers’ Certificate contain certain covenants and events of default and other customary provisions.
The 2027 Notes bear interest at a rate of 5.050% per year, the 2029 Notes bear interest at a rate of 5.050% per year and the 2034 Notes bear interest at a rate of 5.250% per year. Interest on the 2027 Notes is payable semi- annually on April 5 and October 5 of each year, beginning on October 5, 2024, interest on the 2029 notes is payable semi-annually on April 5 and October 5 of each year, beginning on October 5, 2024, and interest on the 2034 notes is payable semi-annually on April 5 and October 5 of each year, beginning on October 5, 2024. The Company will make each interest payment to the holders of record of the Notes on the immediately preceding March 21 and September 20. The 2027 Notes will mature on April 5, 2027, the 2029 Notes will mature on April 5, 2029 and the 2034 Notes will mature on April 5, 2034. Prior to March 5, 2027 (one month prior to the maturity date of the 2027 Notes), the Company may redeem, at its option, some or all of the 2027 Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, plus a “make-whole” premium. On or after March 5, 2027 (one month prior to the maturity date of the 2027 Notes), the Company may redeem, at its option, the 2027 Notes in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. Prior to March 5, 2029 (one month prior to the maturity date of the 2029 Notes), the Company may redeem, at its option, some or all of the 2029 Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, plus a “make-whole” premium. On or after March 5, 2029 (one month prior to the maturity date of the 2029 Notes), the Company may redeem, at its option, the 2029 Notes in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. Prior to January 5, 2034 (three months prior to the maturity date of the 2034 Notes), the Company may redeem, at its option, some or all of the 2034 Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, plus a “make-whole” premium. On or after January 5, 2034 (three months prior to the maturity date of the 2034 Notes), the Company may redeem, at its option, the 2034 Notes in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption.
In addition, each series of the Notes will be subject to a special mandatory redemption (at a price equal to 101% of the principal amount of each series of the Notes, plus accrued and unpaid interest from the date of initial issuance, or the most recent date to which interest has been paid or provided for, whichever is later, to, but not including, the special mandatory redemption date) under certain circumstances if the CIT Acquisition is not consummated or is not consummated by an agreed upon date. The Notes are unsecured, unsubordinated and rank equally in right of payment with all of the Company’s other unsecured unsubordinated senior indebtedness and senior obligations.
The above descriptions of the Indenture, the Officers’ Certificate and the Notes are qualified in their entirety by reference to the Indenture, the Officers’ Certificate, and, as applicable, the 2027 Notes, 2029 Notes and 2034 Notes, copies of which are attached as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, to this Current Report on Form 8-K, and are incorporated by reference herein.
The exhibits to this Current Report on Form 8-K (except for Exhibit 104) are hereby incorporated by reference in the Registration Statement (No. 333-270605).
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The foregoing terms and conditions of the Indenture, the Officers’ Certificate and, as applicable, the 2027 Notes, 2029 Notes and 2034 Notes described in Item 1.01 of this Current Report on Form 8-K are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description |
| 4.1 | Indenture, dated as of March 16, 2023, between Amphenol Corporation and U.S. Bank Trust Company, National Association, as trustee (filed as Exhibit 4.1 to the Form S-3 filed on March 16, 2023) |
| 4.2 | Officers’ Certificate, dated April 5, 2024, establishing each series of the Notes pursuant to the Indenture |
| 4.3 | Form of Global Note for the 2027 Notes |
| 4.4 | Form of Global Note for the 2029 Notes |
| 4.5 | Form of Global Note for the 2034 Notes |
| 5.1 | Opinion of Latham & Watkins LLP regarding the legality of the Notes issued by Amphenol Corporation |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1) |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURE
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.
| AMPHENOL CORPORATION | ||
| By: | /s/ Craig A. Lampo | |
| Craig A. Lampo | ||
| Senior Vice President and Chief Financial Officer | ||
Date: April 5, 2024
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 4/5/34 | ||||
| 1/5/34 | ||||
| 4/5/29 | ||||
| 3/5/29 | ||||
| 4/5/27 | ||||
| 3/5/27 | ||||
| 10/5/24 | ||||
| Filed on / For Period end: | 4/5/24 | |||
| 4/2/24 | 424B3, 8-K, FWP | |||
| 3/16/23 | S-3ASR | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/26/24 Amphenol Corp./DE 10-Q 3/31/24 82:10M Toppan Merrill Bridge/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/16/23 Amphenol Corp./DE S-3ASR 3/16/23 6:1M Toppan Merrill/FA |