|
Item 1.01
|
Entry into a Material Definitive Agreement.
|
On September 14, 2021, Amphenol
Corporation (the “Company”) issued and sold $750,000,000 aggregate principal amount of its 2.200% Senior Notes due 2031 (the
“Notes”) pursuant to the Company’s Registration Statement on Form S-3 (No. 333-237221), including the related prospectus
dated March 16, 2020, as supplemented by the prospectus supplement dated September 7, 2021. The Notes were sold in an underwritten public
offering pursuant to an underwriting agreement, dated September 7, 2021, by and between the Company and Citigroup Global Markets Inc.,
MUFG Securities Americas Inc. and TD Securities (USA) LLC, as representatives of the several Underwriters named in Schedule A thereto.
The Company received net proceeds
of approximately $740.7 million from the offering, after deducting the underwriting discounts and estimated offering expenses payable
by us. The Company intends to use the net proceeds from the offering of the Notes to repay borrowings under the Company’s U.S. commercial
paper program.
The Notes were issued pursuant
to an indenture dated as of November 5, 2009 (the “Indenture”) between the Company and The Bank of New York Mellon, as trustee
(the “Trustee”), and certain of the terms of the Notes were established pursuant to an Officers’ Certificate dated September
14, 2021 (the “Officers’ Certificate”) in accordance with the Indenture. The Indenture and Officers’ Certificate
contain certain covenants and events of default and other customary provisions.
The Notes bear interest at
a rate of 2.200% per year. Interest on the Notes is payable semi-annually on March 15 and September 15 of each year, beginning on March
15, 2022. The Company will make each interest payment to the holders of record on the immediately preceding March 1 and September 1. The
Notes will mature on September 15, 2031. Prior to June 15, 2031 (three months prior to the maturity date of the Notes), the Company may
redeem, at its option, some or all of the Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, to, but not including, the date of redemption, plus a “make-whole” premium. On or after June 15,
2031 (three months prior to the maturity date of the Notes), the Company may redeem, at its option, the Notes in whole or in part, at
a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the
date of redemption. The Notes are unsecured, unsubordinated and rank equally in right of payment with all of the Company’s other
unsecured unsubordinated senior indebtedness and senior obligations.
The above descriptions of
the Indenture, the Officers’ Certificate and the Notes are qualified in their entirety by reference to the Indenture, the Officers’
Certificate, the Notes, which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K, and are incorporated
by reference herein.
The exhibits to this Current
Report on Form 8-K (except for Exhibit 104) are hereby incorporated by reference in the Registration Statement (No. 333-237221).