Filed Pursuant to Rule 433
Registration Statement No. 333-222773
Issuer Free Writing Prospectus, dated May 30, 2019
Relating to Preliminary Prospectus Supplement, dated May 30, 2019
Flex Ltd.
Pricing Term Sheet
Issuer: | Flex Ltd. (“Flex”) |
Ticker: | FLEX |
Expected Ratings (Moody’s/S&P)*: | Baa3/BBB- |
Security Type: | SEC Registered |
Trade Date: | May 30, 2019 |
Settlement Date**: | June 6, 2019 (T+5) |
Minimum Denominations: | $2,000 and integral multiples of $1,000 in excess thereof |
Day Count: | 30/360 |
Use of Proceeds: | Flex intends to use the net proceeds from the offering, together with available cash, to fund the concurrent tender offer (the “Tender Offer”) for any and all of the $500,000,000 outstanding aggregate principal amount of our 4.625% Notes due 2020 (the “2020 Notes”) and any redemption of 2020 Notes not tendered in the Tender Offer (the “2020 Notes Redemption”), including the payment of all premiums, accrued interest and costs and expenses in connection with the Tender Offer and the 2020 Notes Redemption. The Tender Offer will now be subject to the completion of this offering on the terms set forth in this pricing term sheet and the preliminary prospectus supplement. |
4.875% Senior Notes due 2029
Principal Amount: | $450,000,000 |
Maturity Date: | June 15, 2029 |
Coupon: | 4.875% |
Public Offering Price: | 99.607% of the Principal Amount |
Net Proceeds (after underwriting discount but before expenses): | $445,306,500 |
Benchmark Treasury: | UST 2.375% due May 15, 2029 |
Benchmark Treasury Price/Yield: | 101-10+ / 2.225% |
Spread to Benchmark Treasury: | +270 bps |
Yield to Maturity: | 4.925% |
Interest Payment Dates: | June 15 and December 15, commencing December 15, 2019 |
Make-Whole Call: | At any time prior to March 15, 2029, at a discount rate of Treasury plus 45 basis points |
Par Call: | On or after March 15, 2029 |
CUSIP: | 33938X AA3 |
ISIN: | US33938XAA37 |
Joint Book-Running Managers: | J.P. Morgan Securities LLC |
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Co-Managers: | ICBC Standard Bank Plc |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.
**Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the second business day preceding the settlement date will be required, by virtue of the fact that the notes initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement.
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC collect at (212) 834-4533, Citigroup Global Markets Inc. toll free at (800) 831-9146 or BNP Paribas Securities Corp. toll free at (800) 854-5674.
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