8-K

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): June 15, 2017

ARROW ELECTRONICS, INC.

(Exact Name of Registrant as Specified in Charter)

NEW YORK	1-4482	11-1806155
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9201 EAST DRY CREEK ROAD, CENTENNIAL, COLORADO 80112

(Address of Principal Executive Offices)

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 20.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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).

oEmerging growth company

oIf 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.

ITEM 8.01.          Other Events.

On June 15, 2017, Arrow Electronics, Inc. (the “Company”) issued a press release announcing the early tender results and increase of the maximum combined aggregate purchase price for its previously announced cash tender offer (the “Tender Offer”) for its outstanding 7.50% Notes due 2027, 6.00% Notes due 2020, 5.125% Notes due 2021 and 3.00% Notes due 2018 (collectively, the “Notes”) in the priorities set forth therein. A copy of the Company’s press release announcing the early tender results and increase in the maximum combined aggregate purchase price of the Tender Offer is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Additionally, on June 15, 2017, the Company issued a press release announcing the pricing terms of the Tender Offer, a copy of which is filed herewith as Exhibit 99.2 and incorporated herein by reference.

ITEM 9.01.          Financial Statements and Exhibits.

(d)           Exhibits

99.1	Press Release, dated June 15, 2017 (announcing the early tender results).
99.2	Press Release, dated June 15, 2017 (announcing the pricing terms).

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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.

Date: June 15, 2017
	ARROW ELECTRONICS, INC.
	By:	/s/ Gregory P. Tarpinian
	Name:	Gregory P. Tarpinian
	Title:	Senior Vice President, General Counsel, and Secretary

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EXHIBIT INDEX

Exhibit	Description
99.1	Press Release, dated June 15, 2017 (announcing the early tender results).
99.2	Press Release, dated June 15, 2017 (announcing the pricing terms).

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EX-99.1

Exhibit 99.1

June 15, 2017

ARROW ELECTRONICS ANNOUNCES EARLY RESULTS AND INCREASE OF THE MAXIMUM TENDER AMOUNT OF ITS CASH TENDER OFFER FOR CERTAIN OF ITS OUTSTANDING DEBT SECURITIES

FOR IMMEDIATE RELEASE

CENTENNIAL, Colo.. — Arrow Electronics, Inc. (NYSE: ARW) (the “Company”) today announced the early results of its previously announced cash tender offer (the “Tender Offer”) for certain of its outstanding notes (collectively, the “Notes”).  The Company today also announced that it has increased the Maximum Tender Amount from $285 million combined aggregate total consideration to $345 million combined aggregate total consideration for the Notes in the priorities set forth in the table below. The terms and conditions of the Tender Offer are described in the Company’s Offer to Purchase, dated June 1, 2017 (the “Offer to Purchase”), and remain unchanged except as amended hereby.

As of 5:00 p.m., New York City time, on June 14, 2017 (the “Early Tender Deadline”), the principal amounts of the Notes listed in the table below had been validly tendered and not validly withdrawn.

Title of Security	CUSIP Numbers	Principal Amount Outstanding	Principal Amount Tendered(1)	Acceptance Priority Level	Reference U.S. Treasury Security	Early Tender Premium (per $1,000)	Fixed Spread (basis points)
7.50% Notes due 2027	042735AK6	$200,000,000	$89,567,000	1	2.375% U.S. Treasury due May 15, 2027	$50.00	165
6.00% Notes due 2020	042735BA7	$300,000,000	$90,634,000	2	1.50% U.S. Treasury due May 15, 2020	$50.00	75
5.125% Notes due 2021	04273WAB7	$250,000,000	$119,140,000	3	1.75% U.S. Treasury due May 31, 2022	$50.00	70
3.00% Notes due 2018	042735BB5	$300,000,000	$193,358,000	4	1.25% U.S. Treasury due May 31, 2019	$50.00	30

(1)       As reported by D.F. King & Co., Inc., the tender and information agent for the Tender Offer.

Pursuant to the terms of the Tender Offer, the amount of Notes that will be accepted for purchase is subject to the Maximum Tender Amount. The amounts of each series of Notes that will be accepted for purchase by the Company will be determined in accordance with the Acceptance Priority Levels specified in the table above, with 1 being the highest Acceptance Priority Level and 4 being the lowest Acceptance Priority Level, and the proration procedures described in the Offer to Purchase so as not to exceed the Maximum Tender Amount.

The withdrawal deadline of 5:00 p.m., New York City time, on June 14, 2017 (the “Withdrawal Deadline”) has passed and, accordingly, Notes validly tendered in the Tender Offer may no longer be withdrawn except where additional withdrawal rights are required by law.

The Company expects to determine the pricing terms for the Tender Offer at 11 a.m., New York City time, on June 15, 2017. The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on June 28, 2017.  However, because holders of Notes subject to the Tender Offer validly tendered and did not validly withdraw Notes on or prior to the Early Tender Deadline for which the aggregate principal amount exceeds the Maximum Tender Amount, the Company will not accept for purchase any Notes tendered after the Early Tender Deadline.

1

Notes not accepted for purchase by the Company in the Tender Offer will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company or otherwise returned in accordance with the Offer to Purchase.

The Company’s obligation to accept for purchase, and pay for, any Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer is conditioned on the satisfaction or waiver by the Company of the conditions described in the Offer to Purchase.

Information Relating to the Tender Offer

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Mizuho Securities USA LLC are acting as the dealer managers for the Tender Offer.  The information agent and tender agent is D.F. King & Co., Inc. Copies of the Offer to Purchase and related offering materials are available by contacting D.F. King & Co., Inc. at (800) 967-5079 (toll-free), (212) 269-5550 (banks and brokers) or arw@dfking.com.  Questions regarding the Tender Offer should be directed to Goldman Sachs & Co. LLC, Liability Management Group, at (212) 357-1057 (collect) or (800) 828-3182 (toll-free) or J.P. Morgan Securities LLC, Liability Management Desk, at (212) 834-8553 (collect) or (866) 834-4666 (toll-free) or Mizuho Securities USA LLC, Liability Management Group at (212) 205-7736 (collect) or (866) 271-7403 (toll-free).

This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities.  The Tender Offer is being made only pursuant to an Offer to Purchase dated June 1, 2017, which set forth the terms and conditions of the Tender Offer, and only in such jurisdictions as is permitted under applicable law.

Disclosure Regarding Forward-Looking Statements

Included herein are forward-looking statements, including statements with respect to an anticipated financing.  There are many factors that affect management’s views about future events and trends of the business and operations of the Company, all as more thoroughly described in the Company’s filings with the Securities and Exchange Commission.  The Company does not undertake any obligation to update forward-looking information included in this release or any of its public filings.

About Arrow Electronics

Arrow Electronics is a global provider of products, services and solutions to industrial and commercial users of electronic components and enterprise computing solutions. Arrow serves as a supply channel partner for more than 125,000 original equipment manufacturers, contract manufacturers and commercial customers through a global network of more than 465 locations serving over 90 countries.

# # #

Contact:	Steven O’Brien
	Vice President, Investor Relations
	303-824-4544
Media Contact:	John Hourigan
	Vice President, Global Communications
	303-824-4586

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EX-99.2

Exhibit 99.2

June 15, 2017

ARROW ELECTRONICS ANNOUNCES THE PRICING TERMS OF ITS CASH TENDER OFFER FOR CERTAIN OF ITS OUTSTANDING DEBT SECURITIES

FOR IMMEDIATE RELEASE

CENTENNIAL, Colo.,— Arrow Electronics, Inc. (NYSE: ARW) (the “Company”) today announced the pricing terms of its previously announced cash tender offer (the “Tender Offer”) for up to $345 million combined aggregate total consideration (the “Maximum Tender Amount”) of its outstanding notes (collectively, the “Notes”) in the priorities set forth in the table below. The terms and conditions of the Tender Offer are described in the Company’s Offer to Purchase, dated June 1, 2017 (the “Offer to Purchase”), which remain unchanged except as amended hereby and by the Company’s press release earlier today announcing the early tender results and increase of the Maximum Tender Amount of the Tender Offer.

The Total Consideration for each series of Notes is based on the applicable reference yield plus a fixed spread over the yield to maturity of the applicable U.S. Treasury Security specified in the table below, and is payable to holders of the Notes who validly tendered and did not validly withdraw their Notes on or before 5:00 p.m., New York City time, on June 14, 2017 (the “Early Tender Deadline”) and whose Notes are accepted for purchase by the Company. The Reference Yields listed in the table were determined at 11:00 a.m., New York City time, on June 15, 2017 by the dealer managers. The Total Consideration for each series of Notes includes an early tender premium of $50.00 per $1,000 principal amount of Notes validly tendered and not validly withdrawn by such holders and accepted for purchase by the Company. In addition, holders whose Notes are accepted for purchase pursuant to the Tender Offer will receive accrued and unpaid interest from the last interest payment date for the applicable series of Notes up to, but not including, the settlement date, which is expected to occur on June 16, 2017 (such date, the “Early Settlement Date”).

Title of Security	CUSIP Numbers	Principal Amount Outstanding	Principal Amount Tendered(1)	Principal Amount Accepted	Acceptance Priority Level	Reference U.S. Treasury Security	Fixed Spread (basis points)	Total Consideration(2)(3)	Approximate Proration	Reference Yield
7.50% Notes due 2027	042735AK6	$200,000,000	$89,567,000	$89,567,000	1	2.375% U.S. Treasury due May 15, 2027	165	$1,294.29	100%	2.155%
6.00% Notes due 2020	042735BA7	$300,000,000	$90,634,000	$90,634,000	2	1.50% U.S. Treasury due May 15, 2020	75	$1,101.36	100%	1.483%
5.125% Notes due 2021	04273WAB7	$250,000,000	$119,140,000	$119,140,000	3	1.75% U.S. Treasury due May 31, 2022	70	$1,094.16	100%	1.752%
3.00% Notes due 2018	042735BB5	$300,000,000	$193,358,000	$0	4	1.25% U.S. Treasury due May 31, 2019	30	$1,009.42	0%	1.355%

(1)       As reported by D.F. King & Co., Inc., the tender and information agent for the Tender Offer.

(2)       Per $1,000 principal amount of Notes accepted for purchase.

(3)       The Total Consideration includes the early tender premium of $50 per $1,000 principal amount of Notes.

1

Pursuant to the terms of the Tender Offer, the amount of Notes that will be accepted for purchase is subject to the Maximum Tender Amount. The amounts of each series of Notes that will be accepted for purchase by the Company was determined in accordance with the Acceptance Priority Levels specified in the table above, with 1 being the highest Acceptance Priority Level and 4 being the lowest Acceptance Priority Level, and the proration procedures described in the Offer to Purchase so as not to exceed the Maximum Tender Amount.

The withdrawal deadline of 5:00 p.m., New York City time, on June 14, 2017 (the “Withdrawal Deadline”) has passed and, accordingly, Notes validly tendered in the Tender Offer may no longer be withdrawn except where additional withdrawal rights are required by law.

The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on June 28, 2017. However, because holders of Notes subject to the Tender Offer validly tendered and did not validly withdraw Notes on or prior to the Early Tender Deadline for which the aggregate principal amount exceeds the Maximum Tender Amount, the Company will not accept for purchase any Notes tendered after the Early Tender Deadline.

Notes not accepted for purchase by the Company in the Tender Offer will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company or otherwise returned in accordance with the Offer to Purchase.

The Company’s obligation to accept for purchase, and pay for, any Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer is conditioned on the satisfaction or waiver by the Company of the conditions described in the Offer to Purchase. On June 12, 2017 the Company completed an underwritten public offering of senior unsecured notes in an aggregate principal amount sufficient to satisfy the financing condition described in the Offer to Purchase.

Information Relating to the Tender Offer

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Mizuho Securities USA LLC are acting as the dealer managers for the Tender Offer.  The information agent and tender agent is D.F. King & Co., Inc. Copies of the Offer to Purchase and related offering materials are available by contacting D.F. King & Co., Inc. at (800) 967-5079 (toll-free), (212) 269-5550 (banks and brokers) or arw@dfking.com.  Questions regarding the Tender Offer should be directed to Goldman Sachs & Co. LLC, Liability Management Group, at (212) 357-1057 (collect) or (800) 828-3182 (toll-free) or J.P. Morgan Securities LLC, Liability Management Desk, at (212) 834-8553 (collect) or (866) 834-4666 (toll-free) or Mizuho Securities USA LLC, Liability Management Group at (212) 205-7736 (collect) or (866) 271-7403 (toll-free). This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities.

The Tender Offer is being made only pursuant to an Offer to Purchase dated June 1, 2017, which set forth the terms and conditions of the Tender Offer, and only in such jurisdictions as is permitted under applicable law.

Disclosure Regarding Forward-Looking Statements

Included herein are forward-looking statements, including statements with respect to an anticipated financing.  There are many factors that affect management’s views about future events and trends of the business and operations of the Company, all as more thoroughly described in the Company’s filings with the Securities and Exchange Commission.  The Company does not undertake any obligation to update forward-looking information included in this release or any of its public filings.

About Arrow Electronics

Arrow Electronics is a global provider of products, services and solutions to industrial and commercial users of electronic components and enterprise computing solutions. Arrow serves as a supply channel partner for more than 125,000 original equipment manufacturers, contract manufacturers and commercial customers through a global network of more than 465 locations serving over 90 countries.

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# # #

Contact:	Steven O’Brien
	Vice President, Investor Relations
	303-824-4544
Media Contact:	John Hourigan
	Vice President, Global Communications
	303-824-4586

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