UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
Offering of 4.875% Notes Due 2029
On October 31, 2019, Flex Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to sell and the Underwriters agreed to purchase, subject to and upon the terms and conditions set forth therein, $200,000,000 aggregate principal amount of its 4.875% Notes due 2029 (the “Notes”). The Notes constitute a further issuance of, and will be consolidated and form a single series with, the $450,000,000 aggregate principal amount of 4.875% Notes due 2029 issued by the Company on June 6, 2019. The offer and sale of the Notes was registered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-222773), filed with the Securities and Exchange Commission (the “Commission”) on January 30, 2018. A prospectus supplement relating to the offer and sale of the Notes was filed with the Commission on November 1, 2019. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the respective Underwriters against certain liabilities arising out of or in connection with sale of the Notes and for customary contribution provisions in respect of those liabilities. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On November 7, 2019, the Company closed its sale of the Notes. The Notes were issued under an Indenture, dated as of June 6, 2019 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of June 6, 2019 between the Company and the Trustee (the “First Supplemental Indenture”), as further supplemented by the Second Supplemental Indenture, dated as of November 7, 2019 between the Company and the Trustee (the “Second Supplemental Indenture”). The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Base Indenture and the First Supplemental Indenture which are incorporated by reference as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, the Second Supplemental Indenture, which is filed as Exhibit 4.3 to this Current Report on Form 8-K and the Notes, the form of which is filed as Exhibit 4.4 to this Current Report on Form 8-K, each of which is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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.
| Flex Ltd. | |||
| Date: November 7, 2019 | By: | /s/ Christopher Collier | |
| Name: | Christopher Collier | ||
| Title: | Chief Financial Officer | ||
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