Current Report Filing (8-k)
01 Dezember 2021 - 10:06PM
Edgar (US Regulatory)
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2021-11-16
2021-11-16
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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): November 16, 2021
ARROW
ELECTRONICS, INC.
(Exact Name of Registrant as Specified in Charter)
New york
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1-4482
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11-1806155
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(State or Other Jurisdiction
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(Commission File
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(IRS Employer
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of Incorporation)
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Number)
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Identification No.)
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9201
East Dry Creek Road, Centennial,
CO
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80112
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(Address of Principal Executive Offices)
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(Zip Code)
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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):
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of the exchange on which registered
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Common Stock, $1 par value
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ARW
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New York Stock Exchange
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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. ¨
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Item 2.03.
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Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement
of a Registrant.
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On December 1, 2021, Arrow Electronics, Inc.
(the “Company”) issued and sold $500,000,000 in aggregate principal amount of its 2.950% notes due 2032 (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 third supplemental indenture, dated as of December 1, 2021 (the “Third Supplemental Indenture”),
between the Company and the Trustee.
The Base Indenture, the Third 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 Third 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 November 16, 2021 (the “Underwriting Agreement”), by and among the Company and BofA Securities, Inc.,
BNP Paribas Securities Corp., Goldman Sachs & Co. LLC and SMBC Nikko Securities America, Inc., 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.
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Item 9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits
Exhibit Number
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Description
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1.1
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Underwriting Agreement, dated as of November 16, 2021, by and among the Company and BofA Securities, Inc., BNP Paribas Securities Corp., Goldman Sachs & Co. LLC and SMBC Nikko Securities America, Inc., as representatives of the underwriters.
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4.1
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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).
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4.2
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Third Supplemental Indenture, dated as of December 1, 2021, by and between the Company and U.S. Bank National Association, as trustee.
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4.3
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Form of 2.950% Note due 2032 (included in Exhibit 4.2)
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5.1
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Opinion of Latham & Watkins LLP.
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23.1
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Consent of Latham & Watkins LLC (included in their opinion filed as Exhibit 5.1).
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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ARROW ELECTRONICS, INC.
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Date: December 1, 2021
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By:
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/s/ Carine Jean-Claude
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Name:
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Carine Jean-Claude
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Title:
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Senior Vice President, Chief Legal Officer and Secretary
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