UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On August 22, 2025, Amphenol Corporation (the “Company”) entered into (i) a three-year, $2 billion unsecured delayed draw term loan credit agreement among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and JPMorgan Chase Bank, N.A., acting as the administrative agent (the “Three-Year Delayed Draw Term Loan”), which is scheduled to mature on the three year anniversary of the funding date, and (ii) a 364-day, $2 billion unsecured delayed draw term loan credit agreement among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and JPMorgan Chase Bank, N.A., acting as the administrative agent (the “364-Day Delayed Draw Term Loan” and, together with the Three-Year Delayed Draw Term Loan, the “Delayed Draw Term Loans”), which is scheduled to mature on the date that is 364 days after the funding date. The Delayed Draw Term Loans were undrawn at closing and may each only be drawn in a single drawing over the life of the facilities. The Delayed Draw Term Loans may be repaid at any time without premium or penalty and, once prepaid, cannot be reborrowed. Interest rates under the Delayed Draw Term Loans are based on a spread over either the base rate or the adjusted term SOFR, which spread varies based on the Company’s debt rating. The proceeds from the Delayed Draw Term Loans will be used to finance a portion of the consideration for the Company’s acquisition of CommScope Holding Company, Inc.’s (NASDAQ: COMM) Connectivity and Cable Solutions (CCS) business and certain related costs, fees and expenses.
Copies of the Three-Year Delayed Draw Term Loan and 364-Day Delayed Draw Term Loan are attached hereto as Exhibits 10.1 and 10.2 and are incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information under Item 1.01 of this Current Report is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1* | Three-Year Term Loan Credit Agreement dated August 22, 2025, among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and JPMorgan Chase Bank, N.A., acting as the administrative agent. | |
| 10.2* | 364-Day Term Loan Credit Agreement dated August 22, 2025, among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and JPMorgan Chase Bank, N.A., acting as the administrative agent. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
Signature
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.
| AMPHENOL CORPORATION | ||
| By: | /s/ Craig A. Lampo | |
| Craig A. Lampo | ||
| Senior Vice President and Chief Financial Officer | ||
| Date: August 25, 2025 |