Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
for
WESCO INTERNATIONAL, INC.
OFFER TO EXCHANGE
UP TO $345,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF
OUR 6.0% CONVERTIBLE SENIOR DEBENTURES DUE 2029
FOR OUR OUTSTANDING
1.75% CONVERTIBLE SENIOR DEBENTURES DUE 2026
(CUSIP NOS. 95082PAF2 AND 95082PAG0)
AND OUR OUTSTANDING
2.625% CONVERTIBLE SENIOR DEBENTURES DUE 2025
(CUSIP NO. 95082PAE5)
for
WESCO INTERNATIONAL, INC.
OFFER TO EXCHANGE
UP TO $345,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF
OUR 6.0% CONVERTIBLE SENIOR DEBENTURES DUE 2029
FOR OUR OUTSTANDING
1.75% CONVERTIBLE SENIOR DEBENTURES DUE 2026
(CUSIP NOS. 95082PAF2 AND 95082PAG0)
AND OUR OUTSTANDING
2.625% CONVERTIBLE SENIOR DEBENTURES DUE 2025
(CUSIP NO. 95082PAE5)
This form or one substantially equivalent hereto must be used to participate in the Exchange Offer made by WESCO International, Inc., a Delaware corporation, pursuant to the prospectus dated July 27, 2009, as it may be amended from time to time (the “Prospectus”) and the related letter of transmittal, as it may be amended from time to time (the “Letter of Transmittal”), if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach The Bank of New York Mellon, as exchange agent (the “Exchange Agent”), on or prior to midnight, New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender 2026 Debentures or 2025 Debentures pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) or a properly transmitted Agent’s Message and, in each case, confirmation of book-entry transfer and all other documents required by the Letter of Transmittal or the Agent’s Message, in each case, must be received by the Exchange Agent no later than three New York Stock Exchange trading days after the Expiration Date. Holders of 2026 Debentures or 2025 Debentures who have previously validly tendered 2026 Debentures or 2025 Debentures for exchange or who validly tender 2026 Debentures or 2025 Debentures for exchange in accordance with this form may withdraw any 2026 Debentures or 2025 Debentures so tendered at any time prior to the Expiration Date. See the section of the Prospectus under the heading “The Exchange Offer” for a more complete description of the tender and withdrawal provisions. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Prospectus.
The Exchange Agent for the Exchange Offer is:
The Bank of New York Mellon
By Hand, Overnight Delivery or Mail (Registered or Certified Mail Recommended): | By Facsimile Transmission: | |
The Bank of New York Mellon Corporate Trust Operations Reorganization Unit 101 Barclay Street — 7 East New York, New York 10286 Attention: William Buckley | The Bank of New York Mellon (212) 298-1915 Attention: William Buckley Confirm by Telephone: (212) 815-5788 |
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS INSTRUMENT VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined in the Letter of Transmittal) under the instructions to the Letter of Transmittal, such signature guarantee must appear in the applicable space provided on the signature in the Letter of Transmittal.
BY EXECUTING THIS NOTICE OF GUARANTEED DELIVERY, YOU ARE GUARANTEEING THAT (I) THE 2026 DEBENTURES AND/OR 2025 DEBENTURES LISTED ON THIS NOTICE, (II) A LETTER OF TRANSMITTAL PROPERLY COMPLETED AND DULY EXECUTED (INCLUDING ANY SIGNATURE GUARANTEES THAT MAY BE REQUIRED), OR AN AGENT’S MESSAGE AND, IN EITHER CASE, CONFIRMATION OF BOOK-ENTRY TRANSFER AND (III) ANY OTHER REQUIRED DOCUMENTS WILL IN FACT BE DELIVERED TO THE EXCHANGE AGENT ON THE THIRD NEW YORK STOCK EXCHANGE TRADING DAY AFTER THIS NOTICE OR GUARANTEED DELIVERY IS DELIVERED TO THE EXCHANGE AGENT.
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Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the Letter of Transmittal, receipt of each of which is hereby acknowledged, the undersigned hereby tenders to WESCO International, Inc. the principal amount of 2026 Debenturesand/or 2025 Debentures set forth below pursuant to the guaranteed delivery procedure described in the Prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.”
DTC Account | Principal Amount | Principal Amount | |||||||
Name(s) and Addresses of Holder(s) | Number | Represented | Tendered* | ||||||
2026 Debentures | |||||||||
2025 Debentures | |||||||||
* 2026 Debentures and 2025 Debentures may be tendered in whole or in part in integral multiples of $1,000. All 2026 Debentures and 2025 Debentures held as shown under “Principal Amount Represented” shall be deemed tendered unless a lesser number is specified in this column. | |||||||||
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned (if an individual) or dissolution (if an entity) and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors, administrators and assigns of the undersigned.
PLEASE SIGN HERE
X | , 2009 | |
Signature(s) of Owner(s) or Authorized Signatory | Date | |
X | , 2009 | |
Signature(s) of Owner(s) or Authorized Signatory | Date | |
Please type or print name here |
Area Code and Telephone Number: |
Tax Identification or Social Security Number(s): |
Must be signed by the holder(s) of the 2026 Debenturesand/or 2025 Debentures as their name(s) appear(s) on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.
Please print name(s) and address(es)
Name(s): |
Capacity: |
Address(es): |
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GUARANTEE
(Not to be used for signature guarantees)
(Not to be used for signature guarantees)
The undersigned, a financial institution that is a participant in the Securities Transfer Agents Medallion Program or an eligible guarantor institution (as defined inRule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (each of the foregoing, an “Eligible Institution”), hereby (i) represents and guarantees that the immediately preceding named person(s) “own(s)” the 2026 Debenturesand/or 2025 Debentures tendered hereby within the meaning ofRule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended(“Rule 14e-4”), (ii) represents and guarantees that such tender of 2026 Debenturesand/or 2025 Debentures complies withRule 14e-4 and (iii) guarantees that timely confirmation of the book-entry transfer of such 2026 Debenturesand/or 2025 Debentures into the Exchange Agent’s account at The Depository Trust Company pursuant to the procedures set forth in the Prospectus under “The Exchange Offer — Book Entry Transfer,” together with one or more properly completed and duly executed Letters of Transmittal (or facsimile thereof) or a properly transmitted Agent’s Message, and all other documents required by the Letter of Transmittal or the Agent’s Message, in each case, will be received by the Exchange Agent at the address set forth above, no later than three New York Stock Exchange trading days after the Expiration Date.
Name of Firm: |
Address: |
Zip Code: |
Telephone Number with Area Code: |
X | , 2009 | |
Signature of Authorized Signatory | Date |
Name: |
Title: |
DO NOT SEND ANY OTHER DOCUMENTS WITH THIS NOTICE OF GUARANTEED DELIVERY.
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