UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01 | Other Events. |
On September 11, 2019, Amphenol Corporation (the “Company”) announced the results of the previously announced cash tender offers for any and all of the Company’s outstanding 3.125% Senior Notes due 2021 (the “2021 Notes”) and any and all of the Company’s outstanding 4.000% Senior Notes due 2022 (the “2022 Notes,” and together with the 2021 Notes, the “Notes”). The tender offers expired at 5:00 p.m., New York City time, on September 10, 2019.
On September 11, 2019, the Company accepted for payment a total of $147,265,000 aggregate principal amount of the 2021 Notes, or 39.27% of the aggregate principal amount of the 2021 Notes outstanding and a total of $204,998,000 aggregate principal amount of the 2022 Notes, or 41.00% of the aggregate principal amount of the 2022 Notes outstanding. No additional Notes were tendered pursuant to the guaranteed delivery procedures described in the offer to purchase relating to the tender offers.
A copy of the press release, dated September 11, 2019, announcing the results of the tender offers is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press Release of Amphenol Corporation, dated September 11, 2019. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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.
| AMPHENOL CORPORATION | ||
| Date: September 13, 2019 | By: | /s/ Craig A. Lampo |
| Name: Craig A. Lampo | ||
| Title: Senior Vice President and Chief Financial Officer |
Exhibit 99.1
| Amphenol | News Release |
World Headquarters
358 Hall Avenue
Wallingford, CT 06492
Telephone (203) 265-8900
FOR IMMEDIATE RELEASE
| For Further Information: | |
| Craig A. Lampo | |
Senior Vice President and Chief Financial Officer | |
| 203-265-8625 | |
| www.amphenol.com | |
AMPHENOL CORPORATION ANNOUNCES
EXPIRATION AND FINAL RESULTS OF CASH TENDER OFFERS
Wallingford, Connecticut, September 11, 2019. Amphenol Corporation (NYSE: APH) (the “Company”) announced today that the previously announced cash tender offers by the Company, expired at 5:00 p.m. New York City time on September 10, 2019. At the expiration time, valid tenders had been received in the amounts set forth in the table below. This excludes $4,000 aggregate principal amount of the 2021 Notes and $559,000 aggregate principal amount of the 2022 Notes that remain subject to guaranteed delivery procedures.
| Issuer | Title of Security | CUSIP Number | Principal Amount Outstanding | Principal Amount Tendered | Percentage of Outstanding Amount Tendered | |||||||||||
| Amphenol Corporation | 3.125% Senior Notes due 2021 | 032095 AE1 | $ | 375,000,000 | 147,265,000 | 39.27 | % | |||||||||
| Amphenol Corporation | 4.000% Senior Notes due 2022 | 032095 AB7 | $ | 500,000,000 | 204,998,000 | 41.00 | % | |||||||||
The Company expects to accept for payment all notes validly tendered and not validly withdrawn in the tender offers and expects to make payment for the notes tendered prior to the expiration time in same-day funds on September 11, 2019 and on September 13, 2019 with respect to the notes tendered pursuant to the guaranteed delivery procedures.
J.P. Morgan Securities LLC and Citigroup Global Markets Inc. served as the dealer managers for the tender offers. D.F. King & Co., Inc. served as the tender agent and information agent for the tender offers.
About Amphenol
Amphenol Corporation is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors, interconnect systems, antennas, sensors and sensor-based products and coaxial and high-speed specialty cable. Amphenol designs, manufactures and assembles its products at facilities in the Americas, Europe, Asia, Australia and Africa and sells its products through its own global sales force, independent representatives and a global network of electronics distributors. Amphenol has a diversified presence as a leader in high growth areas of the interconnect market including: Automotive, Broadband Communications, Commercial Aerospace, Industrial, Information Technology and Data Communications, Military, Mobile Devices and Mobile Networks.
Forward-Looking Statements
Statements in this press release which are other than historical facts are intended to be “forward-looking statements” within the meaning of the Securities Exchange Act of 1934, as amended, the Private Securities Litigation Reform Act of 1995 and other related laws. While the Company believes such statements are reasonable, the actual results and effects could differ materially from those currently anticipated. Please refer to Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2018, for some factors that could cause the actual results to differ from estimates. In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise.
Contact
Investor Relations
Amphenol Corporation
358 Hall Avenue
Wallingford, CT 06492
Telephone No: (203) 265-8900
Cover |
Sep. 11, 2019 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Sep. 11, 2019 |
| Entity File Number | 1-10879 |
| Entity Registrant Name | AMPHENOL CORPORATION |
| Entity Central Index Key | 0000820313 |
| Entity Tax Identification Number | 22-2785165 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 358 Hall Avenue |
| Entity Address, City or Town | Wallingford |
| Entity Address, State or Province | CT |
| Entity Address, Postal Zip Code | 06492 |
| City Area Code | 203 |
| Local Phone Number | 265-8900 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Class A Common Stock, $0.001 par value |
| Trading Symbol | APH |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |