Arrow Electronics, Inc. (NYSE: ARW) (the “Company”) today announced the pricing terms of its previously announced cash tender offer (the “Tender Offer”) for up to $345 million combined aggregate total consideration (the “Maximum Tender Amount”) of its outstanding notes (collectively, the “Notes”) in the priorities set forth in the table below. The terms and conditions of the Tender Offer are described in the Company’s Offer to Purchase, dated June 1, 2017 (the “Offer to Purchase”), which remain unchanged except as amended hereby and by the Company’s press release earlier today announcing the early tender results and increase of the Maximum Tender Amount of the Tender Offer.

The Total Consideration for each series of Notes is based on the applicable reference yield plus a fixed spread over the yield to maturity of the applicable U.S. Treasury Security specified in the table below, and is payable to holders of the Notes who validly tendered and did not validly withdraw their Notes on or before 5:00 p.m., New York City time, on June 14, 2017 (the “Early Tender Deadline”) and whose Notes are accepted for purchase by the Company. The Reference Yields listed in the table were determined at 11:00 a.m., New York City time, on June 15, 2017 by the dealer managers. The Total Consideration for each series of Notes includes an early tender premium of $50.00 per $1,000 principal amount of Notes validly tendered and not validly withdrawn by such holders and accepted for purchase by the Company. In addition, holders whose Notes are accepted for purchase pursuant to the Tender Offer will receive accrued and unpaid interest from the last interest payment date for the applicable series of Notes up to, but not including, the settlement date, which is expected to occur on June 16, 2017 (such date, the “Early Settlement Date”).

                                         

Title of
Security

 

CUSIP
Numbers

 

Principal
Amount
Outstanding

 

Principal
Amount
Tendered(1)

  

Principal
Amount
Accepted

 

Acceptance
Priority
Level

 

Reference
U.S. Treasury
Security

 

Fixed Spread
(basis points)

 

Total
Consideration(2)(3)

  

Approximate
Proration

 

Reference
Yield

7.50% Notes
due 2027

  042735AK6   $200,000,000   $89,567,000   $89,567,000   1  

2.375% U.S.
Treasury due
May 15, 2027

  165   $1,294.29   100%   2.155%

6.00% Notes
due 2020

  042735BA7   $300,000,000   $90,634,000   $90,634,000   2  

1.50% U.S.
Treasury due
May 15, 2020

  75   $1,101.36   100%   1.483%

5.125% Notes
due 2021

  04273WAB7   $250,000,000   $119,140,000   $119,140,000   3  

1.75% U.S.
Treasury due
May 31, 2022

  70   $1,094.16   100%   1.752%

3.00% Notes
due 2018

  042735BB5   $300,000,000   $193,358,000   $0   4  

1.25% U.S.
Treasury due
May 31, 2019

  30   $1,009.42   0%   1.355%
  (1)   As reported by D.F. King & Co., Inc., the tender and information agent for the Tender Offer.
(2) Per $1,000 principal amount of Notes accepted for purchase.
(3) The Total Consideration includes the early tender premium of $50 per $1,000 principal amount of Notes.
 

Pursuant to the terms of the Tender Offer, the amount of Notes that will be accepted for purchase is subject to the Maximum Tender Amount. The amounts of each series of Notes that will be accepted for purchase by the Company was determined in accordance with the Acceptance Priority Levels specified in the table above, with 1 being the highest Acceptance Priority Level and 4 being the lowest Acceptance Priority Level, and the proration procedures described in the Offer to Purchase so as not to exceed the Maximum Tender Amount.

The withdrawal deadline of 5:00 p.m., New York City time, on June 14, 2017 (the “Withdrawal Deadline”) has passed and, accordingly, Notes validly tendered in the Tender Offer may no longer be withdrawn except where additional withdrawal rights are required by law.

The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on June 28, 2017. However, because holders of Notes subject to the Tender Offer validly tendered and did not validly withdraw Notes on or prior to the Early Tender Deadline for which the aggregate principal amount exceeds the Maximum Tender Amount, the Company will not accept for purchase any Notes tendered after the Early Tender Deadline.

Notes not accepted for purchase by the Company in the Tender Offer will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company or otherwise returned in accordance with the Offer to Purchase.

The Company’s obligation to accept for purchase, and pay for, any Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer is conditioned on the satisfaction or waiver by the Company of the conditions described in the Offer to Purchase. On June 12, 2017 the Company completed an underwritten public offering of senior unsecured notes in an aggregate principal amount sufficient to satisfy the financing condition described in the Offer to Purchase.

Information Relating to the Tender Offer

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Mizuho Securities USA LLC are acting as the dealer managers for the Tender Offer. The information agent and tender agent is D.F. King & Co., Inc. Copies of the Offer to Purchase and related offering materials are available by contacting D.F. King & Co., Inc. at (800) 967-5079 (toll-free), (212) 269-5550 (banks and brokers) or arw@dfking.com. Questions regarding the Tender Offer should be directed to Goldman Sachs & Co. LLC, Liability Management Group, at (212) 357-1057 (collect) or (800) 828-3182 (toll-free) or J.P. Morgan Securities LLC, Liability Management Desk, at (212) 834-8553 (collect) or (866) 834-4666 (toll-free) or Mizuho Securities USA LLC, Liability Management Group at (212) 205-7736 (collect) or (866) 271-7403 (toll-free). This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities.

The Tender Offer is being made only pursuant to an Offer to Purchase dated June 1, 2017, which set forth the terms and conditions of the Tender Offer, and only in such jurisdictions as is permitted under applicable law.

Disclosure Regarding Forward-Looking Statements

Included herein are forward-looking statements, including statements with respect to an anticipated financing. There are many factors that affect management’s views about future events and trends of the business and operations of the Company, all as more thoroughly described in the Company’s filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update forward-looking information included in this release or any of its public filings.

About Arrow Electronics

Arrow Electronics is a global provider of products, services and solutions to industrial and commercial users of electronic components and enterprise computing solutions. Arrow serves as a supply channel partner for more than 125,000 original equipment manufacturers, contract manufacturers and commercial customers through a global network of more than 465 locations serving over 90 countries.