AMPHENOL CORPORATION (NYSE:APH) Files An 8-K Entry into a Material Definitive Agreement

AMPHENOL CORPORATION (NYSE:APH) Files An 8-K Entry into a Material Definitive Agreement
Item 2.03 Entry into a Material Definitive Agreement

On January9, 2019, Amphenol Corporation (the “Company”) issued and sold $500,000,000 aggregate principal amount of its 4.350% Senior Notes due 2029 (the “Notes”) to the Company’s Registration Statement on FormS-3 (No.333-216789), including the related Prospectus dated March17, 2017, as supplemented by the Prospectus Supplement dated January7, 2019. The Notes were sold in an underwritten public offering to an underwriting agreement, dated January7, 2019, by and between the Company and Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner& Smith Incorporated, as representatives of the several Underwriters named in Schedule A thereto.

The Notes were sold to the public at a price of 99.904% of the principal amount and the Company received net proceeds of approximately $495.0 million from the offering after deducting the underwriting discounts and estimated offering expenses. The Company intends to use the net proceeds of this offering to repay certain of its outstanding debt.

The Notes were issued to an indenture dated as of November5, 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 to an Officers’ Certificate dated January9, 2019 (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 4.350% per year. Interest on the Notes is payable semi-annually on June1 and December1 of each year, beginning on June1, 2019. The Company will make each interest payment to the holders of record on the immediately preceding May15 and November15. The Notes will mature on June1, 2029. Prior to March1, 2029 (three months prior to the maturity date of the Notes), the Company may redeem, at its option, some or all of the Notes at a redemption price equal to 50% 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 March1, 2029 (three months prior to the maturity date of the Notes), the Company may redeem, at its option, the Notes in whole or in part, at a redemption price equal to 50% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption. 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, the Notes, which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form8-K, and are incorporated by reference herein.

The exhibits to this Current Report on Form8-K are hereby incorporated by reference in the Registration Statement (No.333-216789).

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 2.03 of this Current Report on Form8-K are incorporated by reference herein.

Item 2.03 Financial Statements and Exhibits

Exhibit4.1	Indenture, dated as of November5, 2009, between Amphenol Corporation and The Bank of New York Mellon, as trustee (filed as Exhibit4.1 to the Form8-K filed on November5, 2009)
Exhibit4.2	Officers’ Certificate, dated January9, 2019, establishing the Notes to the Indenture
Exhibit4.3	Formof Global Note
Exhibit5.1	Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding the legality of the Notes issued by Amphenol Corporation
Exhibit23.1	Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit5.1)