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 May 12, 2022, Avnet, Inc. (the “Company”) priced a public offering of $300.0 million in aggregate principal amount of 5.500% Notes due 2032 (the “Notes”). Avnet expects to use the net proceeds from the offering, along with cash on hand, to redeem $350.0 million in aggregate principal amount of its 4.875% notes due December 1, 2022, plus accrued and unpaid interest and any premium thereon.
The offering was made pursuant to an Underwriting Agreement, dated May 12, 2022, by and among the Company and the representatives of the several underwriters listed therein, in an offering registered on a Registration Statement on Form S-3 (File No. 333-262379), which was filed with the Securities and Exchange Commission on January 28, 2022. The Notes are being issued pursuant to an Indenture, dated as of June 22, 2010, by and between the Company and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee, and an Officers’ Certificate (which includes the form of Note as an exhibit) setting forth the terms of the Notes (the “Officers’ Certificate”). Copies of the Underwriting Agreement and the form of Officers’ Certificate are filed herewith as Exhibit 1.1 and Exhibit 4.1 respectively, and are incorporated herein by reference. The Notes will accrue interest from the date of their issuance at a rate of 5.500%. The Notes will rank equally with all of the Company’s other existing and future unsecured obligations. The offering of the Notes is expected to close on May 23, 2022.
The above description of the Underwriting Agreement and the Notes is qualified in its entirety by reference to the Underwriting Agreement and the forms of Officers’ Certificate and the Note filed as exhibits hereto, which exhibits are incorporated by reference herein.
The legality opinion of Michael R. McCoy, Senior Vice President, General Counsel and Chief Legal Officer of the Company, relating to the issuance of the Notes, is filed herewith as Exhibit 5.1.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
The following materials are attached as exhibits to this Current Report on Form 8-K:
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated as of May 12, 2022, by and among Avnet, Inc. and the representatives of the several underwriters listed therein. | |
| 4.1 | Form of Officers’ Certificate setting forth the terms of the 5.500% Notes due 2032. | |
| 4.2 | Form of 5.500% Notes due 2032 (included as Exhibit A to Exhibit 4.1) | |
| 5.1 | Opinion of Michael R. McCoy, Esq. with respect to the legality of the 5.500% Notes due 2032. | |
| 23.1 | Consent of Michael R. McCoy, Esq. (included in Exhibit 5.1). | |
| 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.
Date: May 16, 2022
| AVNET, INC. | ||
| By: | /s/ Thomas Liguori | |
| Name: | Thomas Liguori | |
| Title: | Chief Financial Officer | |