ANIXTER INTERNATIONAL INC. (NYSE:AXE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry into a Material Definitive Agreement.
On October 29, 2018, Anixter International Inc. and Anixter Inc. entered into a Purchase Agreement with Wells Fargo Securities, LLC as representative of the initial purchasers named therein (the “Purchase Agreement”), with respect to the offering and sale of $250,000,000 of 6.00% Senior Notes due 2025 (the “Notes”). The Notes will be issued by Anixter Inc. and guaranteed by Anixter International Inc. The offering is expected to close on November 13, 2018. The Notes will be issued under an Indenture by and among Anixter Inc., Anixter International Inc. and Wells Fargo Bank, National Association, as trustee, to be dated as of the closing date. Anixter intends to use the net proceeds it receives from this offering, together with cash on hand and available liquidity, to pay a portion of the consideration for notes tendered and accepted for purchase in its tender offer for any and all of its outstanding 5.625% Senior Notes due 2019 (the “2019 Notes”) and related consent solicitation for certain amendments to the indenture governing the 2019 Notes (together, the “Tender Offer”), and to pay fees and expenses related to the Notes offering and the Tender Offer.
The Notes will be offered and sold to qualified institutional buyers in the United States to Rule 144A and outside the United States to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).
The Notes have not been registered under the Securities Act, or any state securities laws, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
The Purchase Agreement contains customary representations, warranties, agreements and indemnification obligations, including for liabilities under the Securities Act.
The above description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which is attached hereto as Exhibit 10.1, and incorporated into this Item 1.01 by reference.
On October 29, 2018, Anixter Inc. and its wholly owned subsidiary Anixter Receivables Corporation entered into a Second Amendment to Receivables Facility Credit Agreement to amend that certain credit agreement, dated October 5, 2015, as amended on September 29, 2016, entered into between Anixter Inc., Anixter Receivables Corporation, the financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, which is a receivables based five-year revolving credit facility (the “Receivables Facility Amendment”). The primary purpose of the Receivables Facility Amendment was to amend certain provisions to permit the incurrence of the indebtedness represented by the Notes and the use of the net proceeds from the offering to pay a portion of the consideration for notes tendered and accepted for purchase in the Tender Offer.
The above description of the Receivables Facility Amendment is qualified in its entirety by reference to the Receivables Facility Amendment, which is attached hereto as Exhibit 10.2, and incorporated into this Item 1.01 by reference.
On October 29, 2018, Anixter Inc., Anixter International Inc. and certain wholly-owned subsidiaries entered into a Second Amendment to Inventory Facility Credit Agreement to amend that certain credit agreement, dated October 5, 2015, as amended on September 29, 2016, entered into between Anixter Inc., Anixter International Inc., certain wholly-owned subsidiaries named as loan parties therein, the financial institutions party thereto, as lenders, and Wells Fargo Bank, National Association, as administrative agent, which is an asset based lending five-year revolving credit facility (the “Inventory Facility Amendment”). The primary purpose of the Inventory Facility Amendment was to amend certain provisions to permit the incurrence of the indebtedness represented by the Notes and the use of the net proceeds from the offering to pay a portion of the consideration for notes tendered and accepted for purchase in the Tender Offer.
The above description of the Inventory Facility Amendment is qualified in its entirety by reference to the Inventory Facility Amendment, which is attached hereto as Exhibit 10.3, and incorporated into this Item 1.01 by reference.
Safe Harbor
The statements in this Form 8-K other than historical facts are forward-looking statements made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995.These forward-looking statements are subject to a number of factors that could cause our actual results to differ materially from what is indicated in this Form 8-K.These factors include but are not limited to general economic conditions, the level of customer demand particularly for capital projects in the markets we serve, changes in supplier relationships or in supplier sales strategies or financial viability, risks associated with the sale of nonconforming products and services, political, economic or currency risks related to foreign operations, inventory obsolescence, copper price fluctuations, customer viability, risks associated with accounts receivable, the impact of regulation and regulatory, investigative
and legal proceedings and legal compliance risks, information security risks, risks associated with substantial debt and restrictions contained in financial and operating covenants in our debt agreements, the impact and the uncertainty concerning the timing and terms of the withdrawal by the United Kingdom from the European Union, unanticipated change in our tax provision and tax liabilities related to the enactment of the Tax Cuts and Jobs Act and risks associated with integration of acquired companies, including, but not limited to, the risk that the acquisitions may not provide us with the synergies or other benefits that were anticipated. These uncertainties may cause our actual results to be materially different than those expressed in any forward-looking statements. We do not undertake to update any forward-looking statements. Please see our Securities and Exchange Commission (“SEC”) filings for more information.
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Item 1.01 |
Financial Statements and Exhibits. |
(d) Exhibits:
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ExhibitNo. |
Description |
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10.1 |
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10.2 |
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10.3 |
Second Amendment to the Credit Agreement (Receivables Facility), dated October 29, 2018, by and between Anixter Inc., Anixter International Inc., certain wholly-owned subsidiaries named as loan parties therein, the financial institutions party thereto, as lenders, and Wells Fargo Bank, National Association, as administrative agent.
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ANIXTER INTERNATIONAL INC ExhibitEX-10.1 2 ex101purchaseagreement.htm EXHIBIT 10.1 Exhibit Exhibit 10.1 $250,…To view the full exhibit click here
About ANIXTER INTERNATIONAL INC. (NYSE:AXE)
Anixter International Inc. is engaged in the distribution of enterprise cabling and security solutions, electrical and electronic wire and cable products and utility power solutions. The Company provides customers access to inventory management programs, over 270 warehouses and locations in approximately 300 cities across over 50 countries. Its segments include Network & Security Solutions (NSS), Electrical & Electronic Solutions (EES) and Utility Power Solutions (UPS). The NSS segment supplies products and supply chain solutions to customers in various industries. The EES segment supplies various wire and cable products and customized supply chain solutions to the industrial and original equipment manufacturer markets. The UPS segment supplies electrical transmission and distribution products, power plant maintenance, repair and operations supplies and smart-grid products. It caters to industry groups, such as finance, healthcare, retail, transportation, utilities and others.
