Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-253773
Arrow Electronics, Inc.
Pricing Term Sheet
February 27, 2023
$500,000,000 6.125% Notes due 2026
| Issuer: | Arrow Electronics, Inc. |
| Trade Date: | February 27, 2023 |
| Settlement Date*: | March 1, 2023 (T+2) |
| Ratings**: | Moody’s: Baa3 (stable) / S&P: BBB- (stable) / Fitch: BBB- (stable) |
| Title | 6.125% Notes due 2026 |
| Principal Amount: | $500,000,000 |
| Maturity: | March 1, 2026 |
| Coupon: | 6.125% per annum, accruing from March 1, 2023 |
| Price to Public: | 99.981% |
| Yield to Maturity: | 6.132% |
| Spread to Benchmark Treasury: | T+163 bps |
| Benchmark Treasury: | 4.000% due February 15, 2026 |
| Benchmark Treasury Spot/Yield: | 98-19 7/8 /4.502% |
| Interest Payment Dates: | March 1 and September 1, commencing September 1, 2023 |
| Redemption: | |
| No Make-Whole Call: | Not redeemable prior to March 1, 2024 |
| Par Call: | On or after March 1, 2024, at par |
| Minimum Denominations: | $2,000 and integral multiples of $1,000 in excess thereof |
| Use of Proceeds: | The Issuer expects to use a portion of the net proceeds from this offering to redeem all of its outstanding 4.500% notes due 2023. Pending such application of the net proceeds, the Issuer may invest the net proceeds in short-term interest-bearing accounts, securities or similar investments. The Issuer may apply the remaining net proceeds for general corporate purposes, which may include acquisitions or the repayment of other indebtedness, including the repurchase or redemption of any existing notes. |
| CUSIP/ISIN: | 04273W AD3 / US04273WAD39 |
| Joint Book-Running Managers: | J.P. Morgan Securities LLC ING Financial Markets LLC Mizuho Securities USA LLC PNC Capital Markets LLC |
| Co-Managers: | BofA Securities, Inc. BNP Paribas Securities Corp. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. Truist Securities, Inc. U.S. Bancorp Investments, Inc.
Wells Fargo Securities, LLC Danske Markets Inc. Loop Capital Markets LLC Santander US Capital Markets LLC Standard Chartered Bank |
**Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
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The issuer has filed a registration statement including a prospectus and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request them by calling J.P. Morgan Securities LLC at 1-212-834-4533; ING Financial Markets LLC at +1 877-446-4930; Mizuho Securities USA LLC at 866-271-7403 or PNC Capital Markets LLC at 855-881-0697.
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