Filed Pursuant to Rule 433
Registration Statement No. 333-222773
Issuer Free Writing Prospectus, dated May 8, 2020
Relating to Preliminary Prospectus Supplement, dated May 8, 2020
Flex Ltd.
Pricing Term Sheet
| Issuer: | Flex Ltd. (“Flex”) |
| Ticker: | FLEX |
| Expected Ratings (Moody’s/S&P)*: | Baa3/BBB- |
| Security Type: | SEC Registered |
| Securities Offered: |
3.750% Senior Notes due 2026 (the “2026 notes”) 4.875% Senior Notes due 2030 (the “2030 notes”) |
| Trade Date: | May 8, 2020 |
| Settlement Date: | May 12, 2020 (T+2) |
| Minimum Denominations: | $2,000 and integral multiples of $1,000 in excess thereof |
| Day Count: | 30/360 |
| Use of Proceeds: |
Flex intends to use the net proceeds from this offering for general corporate purposes, which may include repaying, redeeming or repurchasing outstanding debt, and for working capital, capital expenditures and acquisitions.
|
3.750% Senior Notes due 2026
| Principal Amount: | $425,000,000 |
| Maturity Date: | February 1, 2026 |
| Coupon: | 3.750% |
| Interest Payment Dates: | February 1 and August 1, commencing August 1, 2020 |
| Public Offering Price: | 99.617% of the Principal Amount. The public offering price will include accrued interest from May 12, 2020 if settlement occurs after that date. |
| Net Proceeds (after underwriting discount but before expenses): | $420,822,250 |
| Benchmark Treasury: | UST 0.375% due April 30, 2025 |
| Benchmark Treasury Price/Yield: | 100-073/4 / 0.326% |
| Spread to Benchmark Treasury: | +350 bps |
| Yield to Maturity: | 3.826% |
| Make-Whole Call: | At any time prior to January 1, 2026, at a discount rate of Treasury plus 50 basis points |
| Par Call: | On or after January 1, 2026 |
| CUSIP: | 33938X AC9 |
| ISIN: | US33938XAC92 |
4.875% Senior Notes due 2030
| Principal Amount: | $325,000,000 |
| Maturity Date: | May 12, 2030 |
| Coupon: | 4.875% |
| Interest Payment Dates: | May 12 and November 12, commencing November 12, 2020 |
| Public Offering Price: | 99.562% of the Principal Amount. The public offering price will include accrued interest from May 12, 2020 if settlement occurs after that date. |
| Net Proceeds (after underwriting discount but before expenses): | $321,464,000 |
| Benchmark Treasury: | UST 1.500% due February 15, 2030 |
| Benchmark Treasury Price/Yield: | 107-23 / 0.681% |
| Spread to Benchmark Treasury: | +425 bps |
| Yield to Maturity: | 4.931% |
| Make-Whole Call: | At any time prior to February 12, 2030, at a discount rate of Treasury plus 50 basis points |
| Par Call: | On or after February 12, 2030 |
| CUSIP: | 33938X AB1 |
| ISIN: | US33938X AB10 |
| Joint Book-Running Managers: |
Citigroup Global Markets Inc. J.P. Morgan Securities LLC |
| SMBC Nikko Securities America, Inc. | |
| BNP Paribas Securities Corp. | |
| HSBC Securities (USA) Inc. | |
| Mizuho Securities USA LLC | |
| MUFG Securities Americas Inc. | |
| Scotia Capital (USA) Inc. | |
| UniCredit Capital Markets LLC | |
| U.S. Bancorp Investments, Inc. | |
| Co-Managers: | Academy Securities, Inc. |
| Standard Chartered Bank | |
| Banco Bradesco BBI S.A. | |
| Deutsche Bank Securities Inc. | |
| ICBC Standard Bank Plc | |
| Loop Capital Markets LLC | |
| Wells Fargo Securities, LLC |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, or J.P. Morgan Securities LLC collect at 1-212-834-4533.
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