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): February 27, 2023
ARROW ELECTRONICS, INC.
(Exact Name of Registrant as Specified in Charter)
| New york | 1-4482 | 11-1806155 |
| (State or Other Jurisdiction | (Commission File | (IRS Employer |
| of Incorporation) | Number) | Identification No.) |
| 9201 East Dry Creek Road, Centennial, CO | 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 2.03. | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
On March 1, 2023, Arrow Electronics, Inc. (the “Company”) issued and sold $500,000,000 in aggregate principal amount of its 6.125% notes due 2026 (the “Notes”) in a registered public offering pursuant to an effective Registration Statement on Form S-3 (File No. 333-253773) (the “Registration Statement”) filed with the Securities and Exchange Commission. The Notes were issued pursuant to the indenture, dated as of June 1, 2017 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the fourth supplemental indenture, dated as of March 1, 2023 (the “Fourth Supplemental Indenture”), between the Company and the Trustee.
The Base Indenture, the Fourth Supplemental Indenture and the form of the Note are filed as Exhibits 4.1, 4.2 and 4.3, respectively, and are each incorporated herein by reference. The Base Indenture, the Fourth Supplemental Indenture and the form of the Note are also filed with reference to, and are hereby incorporated by reference in, the Registration Statement.
Underwriting Agreement
The Notes were sold pursuant to an Underwriting Agreement, dated as of February 27, 2023 (the “Underwriting Agreement”), by and among the Company and J.P. Morgan Securities LLC, ING Financial Markets LLC, Mizuho Securities USA LLC and PNC Capital Markets LLC, as representatives of the several underwriters named therein. The Underwriting Agreement sets forth the terms and conditions pursuant to which the Company agreed to sell the Notes to the underwriters and the underwriters agreed to purchase the Notes from the Company for resale to the public in the offering.
The Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The Underwriting Agreement is also filed with reference to, and is hereby incorporated by reference in, the Registration Statement.
Legal Opinion Letter
In connection with the offering, a legal opinion letter of Latham & Watkins LLP regarding the validity of the Notes is attached as Exhibit 5.1 hereto. The legal opinion letter is also filed with reference to, and is hereby incorporated by reference in, the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
Number | | Description |
| 1.1 | | Underwriting Agreement, dated as of February 27, 2023, by and among the Company and J.P. Morgan Securities LLC, ING Financial Markets LLC, Mizuho Securities USA LLC and PNC Capital Markets LLC, as representatives of the underwriters. |
| 4.1 | | Indenture, dated as of June 1, 2017, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Company's Post-effective amendment No. 1 to the Form S-3 dated June 1, 2017, Commission File No. 1-4482). |
| 4.2 | | Fourth Supplemental Indenture, dated as of March 1, 2023, by and between the Company and U.S. Bank National Association, as trustee. |
| 4.3 | | Form of 6.125% Note due 2026 (included in Exhibit 4.2) |
| 5.1 | | Opinion of Latham & Watkins LLP. |
| 23.1 | | Consent of Latham & Watkins LLC (included in their opinion filed as Exhibit 5.1). |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: March 1, 2023 | By: | /s/ Carine Jean-Claude |
| | Name: | Carine Jean-Claude |
| | Title: | Senior Vice President, Chief Legal Officer and Secretary |
