UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 27, 2020
ARROW ELECTRONICS, INC.
(Exact Name of Registrant as Specified in its Charter)
| New York | 1-4482 | 11-1806155 |
| (State or Other Jurisdiction | (Commission File | (IRS Employer |
| of Incorporation) | Number) | Identification No.) |
| 9201 E. Dry Creek Road, Centennial, Colorado | | 80112 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant's telephone number, including area code: (303) 824-4000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of the exchange on which registered |
| Common Stock, $1 par value | | ARW | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 27, 2020, certain subsidiaries of Arrow Electronics, Inc. (the “Company”) established a multi-jurisdictional asset-backed securitization (the “Securitization”) pursuant to (i) an English law governed receivables sale agreement (the “English Sale Agreement”) between Arrow Electronics (UK) Limited, an indirect wholly owned subsidiary of the Company (the “English Originator”), as the seller, and Arrow EMEA Funding Corp B.V., a bankruptcy remote special purpose vehicle established in connection with the Securitization, (the “SPV”), as the buyer; (ii) a German law governed receivables sale agreement (together with the English Sale Agreement, the “Sale Agreements”) between Arrow Central Europe GmbH, an indirect wholly owned subsidiary of the Company (the “German Originator” and together with the English Originator, the “Originators”), as the seller, and the SPV, as the buyer; and (iii) certain other related agreements. The Securitization, which provides additional available liquidity of up to €400 million to the Company, has been established for an initial three-year period, which may be extended upon the agreement of the parties.
Under the Sale Agreements, each Originator has sold, and will on an ongoing basis continue to sell, trade receivables (the “Receivables”) to the SPV in exchange for cash. The Company, the Originators and the SPV provide customary representations, warranty and covenants under the Sale Agreements.
The foregoing description of the Securitization and the Sale Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Sale Agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The disclosure set forth in Item 1.01 above is incorporated herein by reference in its entirety.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
SIGNATURES
Pursuant 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 hereunto duly authorized.
| | ARROW ELECTRONICS, INC. |
| | | | |
| | | | |
| | | | |
| Date: January 30, 2020 | | By: | /s/ Lily Hughes |
| | | | |
| | Name: | Lily Hughes |
| | Title: | Senior Vice President, Chief Legal Officer and Corporate Secretary |
