UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT
OF 1934
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 27, 2020, certain subsidiaries of Arrow Electronics, Inc. (the “Company”) established a multi-jurisdictional asset-backed securitization (the “Securitization”) pursuant to (i) an English law governed receivables sale agreement (the “English Sale Agreement”) between Arrow Electronics (UK) Limited, an indirect wholly owned subsidiary of the Company (the “English Originator”), as the seller, and Arrow EMEA Funding Corp B.V., a bankruptcy remote special purpose vehicle established in connection with the Securitization, (the “SPV”), as the buyer; (ii) a German law governed receivables sale agreement (together with the English Sale Agreement, the “Sale Agreements”) between Arrow Central Europe GmbH, an indirect wholly owned subsidiary of the Company (the “German Originator” and together with the English Originator, the “Originators”), as the seller, and the SPV, as the buyer; and (iii) certain other related agreements. The Securitization, which provides additional available liquidity of up to €400 million to the Company, has been established for an initial three-year period, which may be extended upon the agreement of the parties.
Under the Sale Agreements, each Originator has sold, and will on an ongoing basis continue to sell, trade receivables (the “Receivables”) to the SPV in exchange for cash. The Company, the Originators and the SPV provide customary representations, warranty and covenants under the Sale Agreements.
The foregoing description of the Securitization and the Sale Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Sale Agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The disclosure set forth in Item 1.01 above is incorporated herein by reference in its entirety.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit no. | Description | |
| 10.1 | English law governed receivables sale agreement dated as of January 27, 2020 between Arrow Electronics (UK) Limited, as the seller, and Arrow EMEA Funding Corp B.V., as the buyer. | |
| 10.2 | German Receivables Sale Agreement dated as of January 27, 2020 between Arrow Central Europe GmbH, as the seller, and Arrow EMEA Funding Corp B.V., as the buyer. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| ARROW ELECTRONICS, INC. | |||
| Date: January 30, 2020 | By: | /s/ Lily Hughes | |
| Name: | Lily Hughes | ||
| Title: | Senior Vice President, Chief Legal Officer and Corporate Secretary | ||