Littelfuse,Inc. (NASDAQ:LFUS) 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 is hereby incorporated by reference into this Item
1.01.
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Item 2.03 |
Creation of a Direct Financial Obligation or an |
Note Purchase Agreements
On December 8, 2016, Littelfuse, Inc. (the Company) entered into
a Note Purchase Agreement, dated December 8, 2016 (the U.S.
Purchase Agreement), with the note purchasers listed on the pages
thereto, to which the Company will issue and sell $125 million
aggregate principal amount of the Companys senior notes in two
series. Subject to satisfaction of customary closing conditions,
the funding date will be February 15, 2017 for $25 million in
aggregate principal amount of 3.03% Senior Notes, Series A, due
February 15, 2022, and $100 million in aggregate principal amount
of 3.74% Senior Notes, Series B, due February 15, 2027 (together,
the U.S. Senior Notes).
On December 8, 2016, Littelfuse Netherland C.V., a wholly-owned
subsidiary of the Company (Littelfuse Netherland, and together
with the Company, the Companies), and the Company, as guarantor,
entered into a Note Purchase Agreement, dated December 8, 2016
(the Cross Border Purchase Agreement, and together with the U.S.
Purchase Agreement, the Purchase Agreements),with the noteholders
listed on the pages thereto, to which Littelfuse Netherland
issued and sold 212 million aggregate principal amount of
Littelfuse Netherlands senior notes in two series. The funding
date for the Cross Border Senior Notes occurred on December 8,
2016 for 117 million in aggregate amount of 1.14% Senior Notes,
Series A, due December 8, 2023, and 95 million in aggregate
amount of 1.14% Senior Notes, Series B due December 8, 2028
(together, the Cross Border Senior Notes, and together with the
U.S. Senior Notes, the Senior Notes).
The Senior Notes were offered to qualified institutional buyers
and institutional accredited investors in the United States in a
transaction exempt from registration under the Securities Act of
1933, as amended (the Securities Act). The Senior Notes have not
been registered under the Securities Act, or applicable state
securities laws, and may not be offered or sold in the United
States absent registration under the Securities Act and
applicable state securities laws or applicable exemptions from
these registration requirements.
Interest Rate
Interest on the U.S. Senior Notes will be payable semiannually on
February 15 and August 15, commencing August 15, 2017. Interest
on the Cross Border Senior Notes is payable semiannually on June
8 and December 8, commencing June 8, 2017. Interest on the Senior
Notes will be computed on the basis of a 360-day year consisting
of twelve 30-day months.
Ranking
The Senior Notes are general unsecured senior obligations and
rank equal in right of payment with all existing and future
unsecured unsubordinated indebtedness of the Company and
Littelfuse Netherland. In the Cross Border Purchase Agreement,
the Company has agreed to guarantee the due and punctual payment
in full of the Cross Border Senior Notes.
Certain Covenants and Events of Defaults
The Senior Notes are subject to certain customary covenants,
including limitations on the Companies and their subsidiaries
ability, with certain exceptions, to engage in mergers,
consolidations, asset sales and transactions with affiliates, to
engage in any business that would substantially change the
general business of the Companies and their subsidiaries, and to
incur liens. The Purchase Agreements also contain financial
covenants that, among other things, require the Company to
maintain a consolidated debt to consolidated EBITDA ratio of not
more than 3.5 to 1.0 (4.0 to 1.0 for four consecutive fiscal
quarters immediately following certain acquisitions) and an
interest coverage ratio of not less than 2.5 to 1.0 for any
fiscal quarter, and limit the Company from permitting its
priority debt to exceed 25% of its consolidated total assets for
any fiscal quarter. If the consolidated leverage ratio exceeds
3.5 to 1.0 as described above, the interest rate on the Senior
Notes will be increased by 0.75% until such time that the
consolidated leverage ratio is again less than 3.5 to 1.0.
The Note Purchase Agreements contain customary events of default,
including payment defaults, cross defaults with certain other
indebtedness, breaches of covenants, certain final judgments for
payment and bankruptcy events. Upon the occurrence of certain
events of default, all of the Senior Notes will be immediately
due and payable, and upon the occurrence of certain other events
of default, all of the Senior Notes may be declared immediately
due and payable.
Prepayments
The Companies may redeem the Senior Notes upon the satisfaction
of certain conditions and the payment of a make-whole amount to
noteholders, and are required to offer to repurchase the Senior
Notes at par following certain events, including a change of
control.
The foregoing summary of the U.S. Senior Notes and the U.S.
Purchase Agreement is qualified in its entirety by reference to
the full text of the forms of the U.S. Senior Notes, copies of
which are filed herewith as Exhibits 4.1 and 4.2, and the U.S.
Purchase Agreement, which is filed herewith as Exhibit 10.1,
respectively, and incorporated by reference herein. The foregoing
summary of the Cross Border Senior Notes and the Cross Border
Purchase Agreement is qualified in its entirety by reference to
the full text of the forms of the Cross Border Senior Notes,
copies of which are filed herewith as Exhibits 4.3 and 4.4, and
the Cross Border Purchase Agreement, which is filed herewith as
Exhibit 10.2, respectively, and incorporated by reference herein.
Subsidiary Guaranty Agreements
On February 15, 2017, in connection with the U.S. Purchase
Agreement, LFUS LLC, Littelfuse Commercial Vehicle, LLC, SC
Building LLC, SSAC, LLC and Symcom, Inc., each a wholly-owned
subsidiary of the Company (the Guarantors), will enter into a
Subsidiary Guaranty Agreement, dated as of February 15, 2017 (the
U.S. Guaranty Agreement), to which the Guarantors will agree,
jointly and severally, to guarantee the due and punctual payment
in full of the U.S. Senior Notes.
On December 8, 2016, in connection with the Cross Border Purchase
Agreement, the Guarantors entered into a Subsidiary Guaranty
Agreement, dated as of December 8, 2016 (the Cross Border
Guaranty Agreement), to which the Guarantors have agreed, jointly
and severally, to guarantee the due and punctual payment in full
of the Cross Border Senior Notes.
The foregoing summary of the U.S. Guaranty Agreement is qualified
in its entirety by reference to the full text of the U.S.
Guaranty Agreement, a copy of which is filed herewith as Exhibit
10.3 and incorporated by reference herein. The foregoing summary
of the Cross Border Guaranty Agreement is qualified in its
entirety by reference to the full text of the Cross Border
Guaranty Agreement, a copy of which is filed herewith as Exhibit
10.4 and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
Press Release Senior Notes
On December 9, 2016, the Company issued a press release
announcing the offer and sale of the Senior Notes. A copy of the
press release is furnished as Exhibit 99.1 hereto and
incorporated by reference into this Item 7.01.
Investor and Analyst Presentation
On December 9, 2016, the Company will give a presentation to
investors and analysts of the Company. Attached hereto as Exhibit
99.2 and made part of this report is a copy of the power point
presentation to be given by the Company. The Company also
announced the investor and analyst presentation in the press
release furnished as Exhibit 99.1 hereto.
The information contained in this Item 7.01, including Exhibit
99.1 and Exhibit 99.2, shall not be deemed filed with the
Securities and Exchange Commission nor incorporated by reference
into any filing by the Company under the Securities Act or the
Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and
Exhibits.
(d)Exhibits.
| Exhibit No. | Description of Exhibits |
| 4.1 |
Form of 3.03% Senior Note, Series A, due February15, 2022 (included in Exhibit10.1 hereto). |
| 4.2 |
Form of 3.74% Senior Note, Series B, due February 15, 2027 (included inExhibit 10.1 hereto). |
| 4.3 |
Form of 1.14% Senior Note, Series A, due December 8, 2023 (included inExhibit 10.2 hereto). |
| 4.4 |
Form of 1.83% Senior Note, Series B, due December 8, 2028 (included inExhibit 10.2 hereto). |
| 10.1 |
Note Purchase Agreement, dated December 8, 2016, among Littelfuse, Inc. andnote purchasers listed on the pages thereto. |
| 10.2 |
Note Purchase Agreement, dated December 8, 2016, among LittelfuseNetherland C.V., Littelfuse, Inc., as guarantor, and note purchasers listed on the pages thereto. |
|
10.3 |
Form of Subsidiary Guaranty Agreement, to be dated as of |
|
10.4 |
Subsidiary Guaranty Agreement, dated as of December 8, |
| 99.1 | Press release, dated December 9, 2016. |
| 99.2 | Company Investor Presentation. |
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
| Littelfuse, Inc. | |
|
Date: December 9, 2016 |
By: /s/ Meenal A. Sethna |
|
Meenal A. Sethna Executive Vice President and Chief |
Exhibit Index
| Exhibit No. | Description of Exhibits |
| 4.1 |
Form of 3.03% Senior Note, Series A, due February15, 2022 (included in Exhibit10.1 hereto). |
| 4.2 |
Form of 3.74% Senior Note, Series B, due February 15, 2027 (included inExhibit 10.1 hereto). |
| 4.3 |
Form of 1.14% Senior Note, Series A, due December 8, 2023 (included inExhibit 10.2 hereto). |
| 4.4 |
Form of 1.83% Senior Note, Series B, due December 8, 2028 (included inExhibit 10.2 hereto). |
| 10.1 |
Note Purchase Agreement, dated December 8, 2016, among Littelfuse, Inc. andnote purchasers listed on the pages thereto. |
| 10.2 |
Note Purchase Agreement, dated December 8, 2016, among LittelfuseNetherland C.V., Littelfuse, Inc., as guarantor, and note purchasers listed on the |
About Littelfuse, Inc. (NASDAQ:LFUS)
Littelfuse, Inc. is a supplier of circuit protection products for the electronics, automotive and electrical industries. The Company operates through three segments: Electronics, Automotive and Industrial. Its Electronics segment provides circuit protection components to manufacturers of a range of electronic products, including mobile phones, computers, liquid-crystal-display televisions, telecommunications equipment, medical devices, lighting products and white goods. Its Automotive segment provides circuit protection products to the automotive original equipment manufacturers and parts distributors of passenger automobiles, trucks, buses and off-road equipment. Its Industrial segment provides circuit protection products for industrial and commercial customers, which include power fuses and other circuit protection devices that are used in commercial and industrial buildings and large equipment, such as heating, ventilation and air conditioning systems, elevators and machine tools. Littelfuse, Inc. (NASDAQ:LFUS) Recent Trading Information
Littelfuse, Inc. (NASDAQ:LFUS) closed its last trading session up +1.10 at 155.68 with 139,435 shares trading hands.