Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, onApril 30, 2020 and in connection with the Agreement and Plan of Merger, dated as ofJanuary 10, 2020 , by and among WESCO International, Inc.,Warrior Merger Sub, Inc. , andAnixter International Inc. ("Anixter International ") (the "Merger"),WESCO Distribution, Inc. ("WESCO"), a wholly owned subsidiary of WESCO International, Inc., launched offers to purchase for cash any and all ofAnixter Inc.'s ("Anixter"), a wholly owned subsidiary ofAnixter International , outstanding 5.50% Senior Notes due 2023 (the "2023 Notes") and any and all ofAnixter Inc.'s outstanding 6.00% Senior Notes due 2025 (the "2025 Notes," and together with the 2023 Notes, the "Notes," and each series of the Notes, a "Series"). The offer for the 2023 Notes and the offer for the 2025 Notes are collectively referred to as the "Offers." In connection with the Offers and with respect to each Series of Notes, registered holders (the "Holders") of such Notes who tendered their Notes will be deemed to have consented to amend the applicable indenture establishing the 2023 Notes and 2025 Notes (each, the "Indenture") to, among other things, eliminate substantially all of the restrictive covenants, eliminate certain "Events of Default" and eliminate any requirement to make a change of control offer, in each case in the applicable Indenture, as set forth in the Offer to Purchase and Consent Solicitation Statement, datedApril 30, 3030 (the "Offer to Purchase") (the "Offer Exit Amendments"). OnMay 13, 2020 , WESCO received consent of the holders of the majority of the outstanding principal amount of each of the 2023 Notes and the 2025 Notes to the Offer Exit Amendments in the Offers, and Anixter,Anixter International , as guarantor, andWells Fargo Bank, National Association , as trustee for each of the 2023 Notes and the 2025 Notes, entered into a First Supplemental Indenture with respect to each Series of Notes, dated as ofMay 14, 2020 (each, a "First Supplemental Indenture", and collectively, the "First Supplemental Indentures"), amending and supplementing the applicable Indenture governing such Series of Notes. Each First Supplemental Indenture, among other things, includes the Offer Exit Amendments. Although each First Supplemental Indenture was effective upon execution, the amendments to the 2023 Notes and the Indenture governing the 2023 Notes, and the amendments to the 2025 Notes and the Indenture governing the 2025 Notes, as set forth in each First Supplemental Indenture, will become operative immediately prior to the completion of the Merger. Accordingly, the terms of each First Supplemental Indenture will be null and void, and the terms of the applicable Indenture governing the 2023 Notes or the 2025 Notes will continue in full force and effect without any modification by the applicable First Supplemental Indenture, if the Merger does not occur. The above description of each First Supplemental Indenture is qualified in its entirety by reference to each First Supplemental Indenture, which are attached hereto as Exhibit 4.1 and Exhibit 4.2, and incorporated into this Item 1.01 by reference. Item 7.01 Regulation FD Disclosures.
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Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 4.1 First Supplemental Indenture, dated as ofMay 14, 2020 ,Anixter International Inc. ,Anixter andWells Fargo Bank, National Association , as trustee (2023 Notes). 4.2 First Supplemental Indenture, dated as ofMay 14, 2020 ,Anixter International Inc. ,Anixter andWells Fargo Bank, National Association , as trustee (2025 Notes). 99.1 Press release, datedMay 14, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
This information that is furnished in Exhibit No. 99.1 shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section.
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