UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 30 , 2019
FLEX LTD.
(Exact Name of Registrant as Specified in Its Charter)
Singapore |
|
0-23354 |
|
Not Applicable |
(State or other jurisdiction of
|
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
2 Changi South Lane, Singapore
|
|
486123
|
Registrants telephone number, including area code: (65) 6876-9899 |
||||
|
|
|
|
|
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Ordinary Shares, No Par Value |
|
FLEX |
|
The Nasdaq Stock Market LLC |
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 o
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. o
Item 8.01 Other Events.
On May 30, 2019, Flex Ltd. (the Company) issued a press release announcing the pricing of $450 million aggregate principal amount of 4.875% notes due 2029 (the Notes). The Company expects to close the sale of the Notes on June 6, 2019, subject to customary closing conditions.
The May 30, 2019 press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
|
|
99.1 |
|
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: May 30, 2019 |
By: |
/s/ Christopher Collier |
|
|
|
Name: |
Christopher Collier |
|
|
Title: |
Chief Financial Officer |
P R E S S R E L E A S E
FLEX ANNOUNCES PRICING OF NOTES OFFERING
San Jose, Calif., May 30, 2019 Flex (Nasdaq: FLEX) today announced that it has priced a public offering (the Offering) of $450 million aggregate principal amount of 4.875% notes due 2029 (the Notes). The Offering is expected to close on June 6, 2019, subject to customary closing conditions.
Flex intends to use the net proceeds from the Offering, together with available cash, to fund the concurrent cash tender offer (the Tender Offer) for any and all of the $500,000,000 outstanding aggregate principal amount of its 4.625% Notes due 2020 (the 2020 Notes) and any redemption of 2020 Notes not tendered in the Tender Offer.
J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and BNP Paribas Securities Corp. are acting as joint book-running managers for the Offering.
The Offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the SEC). The Offering may be made solely by means of a prospectus supplement and accompanying prospectus. A copy of the preliminary prospectus supplement and the accompanying prospectus may be obtained from J.P. Morgan Securities LLC, Investment Grade Syndicate Desk, 383 Madison Avenue, New York, New York 10179, or by calling (212) 834-4533; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by email at prospectus@citi.com, or by calling (800) 831-9146; or BNP Paribas Securities Corp. by calling (800) 854-5674. An electronic copy of the preliminary prospectus supplement, together with the accompanying prospectus, is also available on the SECs website at www.sec.gov.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Flex
Flex Ltd. (Reg. No. 199002645H) is the Sketch-to-Scale ® solutions provider that designs and builds intelligent products globally. With approximately 200,000 employees across 30 countries, Flex provides innovative design, engineering, manufacturing, real-time supply chain insight and logistics services to companies of all sizes across industries and markets.
Contacts
Kevin Kessel, CFA
Vice President, Investor Relations
(408) 576-7985
kevin.kessel@flex.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of U.S. securities laws, including statements related to the Offering, the Tender Offer and any potential redemption of 2020 Notes not tendered in the Tender Offer. These forward-looking statements involve risks and
uncertainties that could cause the actual results to differ materially from those anticipated by these forward-looking statements, including the risk that the Tender Offer, the Offering or the redemption of the 2020 Notes may not be completed on the proposed terms, or at all. Readers are cautioned not to place undue reliance on these forward-looking statements. The following risks, among others, could affect our business and financial performance: future revenues and earnings may not be achieved as expected; the challenges of effectively managing our operations, including our ability to control costs and manage changes in our operations; litigation and regulatory investigations and proceedings; compliance with legal and regulatory requirements; the possibility that benefits of our restructuring actions may not materialize as expected; the expected revenue and margins from recently launched programs may not be realized; our dependence on a small number of customers; the impact of component shortages, including their impact on our revenues; geopolitical risk, including the termination and renegotiation of international trade agreements and trade policies, including the impact of tariffs and related regulatory actions; recently proposed changes or future changes in tax laws in certain jurisdictions where we operate could materially impact our tax expense; the effects that the current macroeconomic environment could have on our business and demand for our products; and the effects that current credit and market conditions could have on the liquidity and financial condition of our customers and suppliers, including any impact on their ability to meet their contractual obligations.
Additional information concerning these and other risks is described under Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations in our reports on Forms 10-K and 10-Q that we file with the U.S. Securities and Exchange Commission. The forward-looking statements in this press release are based on current expectations and Flex assumes no obligation to update these forward-looking statements, except as required by law.