News Column

AMPHENOL CORP /DE/ FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

January 30, 2014

Item 1.01 Entry into a Material Definitive Agreement On January 30, 2014 , Amphenol Corporation (the "Company") issued and sold $750,000,000 aggregate principal amount of its 2.55% Senior Notes due 2019 (the "Notes") pursuant to the Company's Registration Statement on Form S-3 (No. 333-193385), including the related Prospectus dated January 16, 2014 , as supplemented by the Prospectus Supplement dated January 23, 2014 . The Notes were sold in an underwritten public offering pursuant to an underwriting agreement, dated January 23, 2014 , by and between the Company and Barclays Capital Inc. , HSBC Securities ( USA ) Inc. and Wells Fargo Securities, LLC , as representatives of the several Underwriters named in Schedule A thereto. The Notes were sold to the public at a price of 99.846% of the principal amount, and the Company received net proceeds of approximately $743.1 million from the offering after deducting the underwriting discounts and estimated offering expenses. The Company intends to use all of the net proceeds of this offering to repay amounts outstanding under its revolving credit facility. The Notes were issued pursuant to an indenture dated as of November 5, 2009 (the "Indenture") between the Company and The Bank of New York Mellon, as trustee (the "Trustee"), and certain of the terms of the Notes were established pursuant to an Officers' Certificate dated January 30, 2014 (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 Notes bear interest at a rate of 2.55% per year. Interest on the Notes is payable semi-annually on January 30 and July 30 of each year, beginning on July 30, 2014 . The Company will make each interest payment to the holders of record on the immediately preceding January 15 and July 15 . The Notes will mature on January 30, 2019 . Prior to December 30, 2018 (one month prior to the maturity date), the Company may redeem some or all of the notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a ''make-whole'' premium. On or after December 30, 2018 (one month prior to the maturity date), the Company may redeem the notes in whole or in part, at its option, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption. The Notes are unsecured and rank equally in right of payment with all of the Company's other unsecured senior indebtedness. 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 the Notes, which are filed as Exhibits 4.1, 4.2 and 4.3, 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 are hereby incorporated by reference in the Registration Statement (No. 333-193385). 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 the 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 4.1 Indenture, dated as of November 5, 2009 , between Amphenol Corporation and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the Form 8-K filed on November 5, 2009 ) Exhibit 4.2 Officers' Certificate, dated January 30, 2014 , establishing the Notes pursuant to the Indenture Exhibit 4.3 Form of Global Note Exhibit 5.1 Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding the legality of the Notes issued by Amphenol Corporation Exhibit 23.1 Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1) 2 --------------------------------------------------------------------------------


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Edgar Glimpses


Story Tools