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TE CONNECTIVITY LTD. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

June 23, 2014



Item 1.01. Entry into a Material Definitive Agreement

On June 18, 2014, TE Connectivity Ltd. (the "Company"), as guarantor, and its wholly-owned subsidiary, Tyco Electronics Group S.A. ("TEGSA"), as borrower, entered into a commitment letter (the "Bridge Commitment Letter") pursuant to which Citigroup Global Markets Inc. ("CGMI") has committed to provide up to $1 billion under a senior unsecured 364-day bridge loan facility (the "Bridge Loan Facility"). The commitment under the Bridge Loan Facility is subject to various conditions, including the negotiation of definitive documentation with respect to the Bridge Loan Facility and the consummation of the acquisition by the Company of Measurement Specialties, Inc., and the other closing conditions set forth in the Bridge Commitment Letter. Under the terms of the Bridge Commitment Letter, the commitment with respect to the Bridge Loan Facility will be reduced upon the incurrence of certain types of debt for borrowed money by the Company, TEGSA or their subsidiaries, including debt under the 364-Day Revolver described below.

On June 20, 2014, the Company, as guarantor, and TEGSA, as borrower, also entered into a commitment letter (the "364-Day Revolver Commitment Letter") pursuant to which CGMI has committed to provide up to $300 million under a $1 billion senior unsecured 364-day revolving credit facility (the "364-Day Revolver") and CGMI has agreed to use commercially reasonable efforts to arrange a syndicate of lenders to provide an additional $700 million of commitments under the 364-Day Revolver. The commitment under the 364-Day Revolver is subject to various conditions, including the absence of any Material Adverse Effect (as defined in the 364-Day Revolver Commitment Letter) and the negotiation of definitive documentation with respect to the 364-Day Revolver.

The foregoing descriptions of the Bridge Commitment Letter and the 364-Day Revolver Commitment Letter and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of the Bridge Commitment Letter attached hereto as Exhibit 10.1 and the 364-Day Revolver Commitment Letter attached hereto as Exhibit 10.2, respectively, the terms of which are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 US$1,000,000,000 Bridge Loan Facility Commitment Letter dated as of June 18, 2014 by and among Tyco Electronics Group S.A., as borrower, TE Connectivity Ltd., as guarantor, and Citigroup Global Markets Inc. 10.2 New Bank Facility Commitment Letter dated as of June 20, 2014 by and among Tyco Electronics Group S.A., as borrower, TE Connectivity Ltd., as guarantor, and Citigroup Global Markets Inc. 2



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Source: Edgar Glimpses


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