UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On November 30, 2022, Flex Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to sell and the Underwriters agreed to purchase, subject to and upon the terms and conditions set forth therein, $400 million aggregate principal amount of its 6.000% Notes due 2028 (the “Notes”). The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the respective Underwriters against certain liabilities arising out of or in connection with sale of the Notes and for customary contribution provisions in respect of those liabilities. The Company expects that the closing of the offering will occur on or about December 7, 2022, subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the offering together with cash on hand, if necessary, to fund the redemption of $500.0 million in aggregate principal amount of its 5.000% notes due February 2023 (the “2023 notes”), in accordance with the terms of the indenture governing the 2023 notes, with the remaining proceeds, if any, to be used for general corporate purposes, which may include repaying, redeeming or repurchasing outstanding debt and for working capital, capital expenditures and acquisitions. As previously disclosed, on November 16, 2022, the Company issued a notice of redemption to redeem its 2023 notes on December 20, 2022. Certain of the underwriters (or their affiliates) may hold the 2023 notes and will receive a portion of the net proceeds from the offering.
The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | ||
| 1.1 | Underwriting Agreement, dated as of November 30, 2022, by and among the Company and Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc. and U.S. Bancorp Investments, Inc., as representatives of the underwriters named therein | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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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.
| FLEX LTD. | |||
| Date: December 1, 2022 | By: | /s/ Paul R. Lundstrom | |
| Name: | Paul R. Lundstrom | ||
| Title: | Chief Financial Officer | ||
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