ARROW ELECTRONICS,INC. (NYSE:ARW) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM 2.03.CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
Amended and Restated Credit Agreement
On December14, 2018, Arrow Electronics,Inc. (the “Company”) and certain of the Company’s subsidiaries, as borrowers, entered into an Amended and Restated Credit Agreement with the lenders from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the“CreditAgreement”), which amends the Company’s existing credit facility dated as of December23, 2016.The Credit Agreement provides for extensions of credit in the aggregate amount of up to $2,000,000,000 consisting of revolving credit facilities and letters of credit.
Interest and fees under the Credit Agreement will generally be payable at least on a quarterly basis and the applicable margins and fees are determined based on the actual or implied senior unsecured debt ratings of the Company in effect from time to time by Moody’s Investors Service,Inc., Standard& Poor’s Ratings Group or Fitch Ratings, Inc.
The Company and certain of its U.S. and non-U.S. subsidiaries may be borrowers under the Credit Agreement.Loans may be made, and letters of credit may be issued, under the Credit Agreement in U.S. Dollars, British Pounds Sterling, Euros and other specified currencies.The Company’s obligations are guaranteed by certain of the Company’s domestic subsidiaries.The obligations of any subsidiary borrowers are guaranteed by the Company.
The Credit Agreement contains a number of covenants, including, among other things, the requirement to comply with various financial ratios and tests, restrictions on the Company’s and certain of its subsidiaries’ ability to incur liens; merge or consolidate with other companies; enter into agreements that limit its or its subsidiaries’ ability to incur liens or its subsidiaries’ ability pay dividends; restrictions on the ability to make certain acquisitions; and restrictions on the ability of the Company’s subsidiaries to incur indebtedness.
The Credit Agreement will mature on December14, 2023 and the maturity may be accelerated upon the occurrence and during the continuation of an event of default.Events of default under the Credit Agreement include the failure to pay principal or interest when due; the breach of any representation or warranty; covenant defaults; insolvency of the Company or certain subsidiaries; imposition of certain judgments; certain events relating to the Employee Retirement Income Security Act of 1974 (as amended); a change in control (with respect to Company’s board of directors or the ownership of the Company’s shares); impairment of loan documentation or any guarantees; and cross-defaults to certain other indebtedness.
ITEM 8.01.OTHER EVENTS.
On December1, 2018, the Company issued a press release regarding the execution of the Credit Agreement.A copy of the press release is filed hereto as Exhibit99.1 hereto and is incorporated herein by reference.
ITEM 9.01.FINANCIAL STATEMENTS AND EXHIBITS.
ARROW ELECTRONICS INC Exhibit
EX-99.1 2 a18-41671_1ex99d1.htm EX-99.1 Exhibit 99.1 ARROW ELECTRONICS,…
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About ARROW ELECTRONICS,INC. (NYSE:ARW)
Arrow Electronics, Inc. is a provider of products, services and solutions to industrial and commercial users of electronic components and enterprise computing solutions. The Company has a portfolio of product offerings available from electronic components and enterprise computing solutions suppliers, coupled with a range of services, solutions and tools for industrial and commercial customers. The Company operates in two segments: Global Components and Global Enterprise Computing Solutions. The Company distributes electronic components to original equipment manufacturers and contract manufacturers through its Global Components segment and provides enterprise computing solutions to value-added resellers (VARs) through its Global Enterprise Computing Solutions segment. The Company’s Global Enterprise Computing Solutions segment’s portfolio of computing solutions includes datacenter, cloud, security and analytics solutions.