Item 1.02. Termination of a Material Definitive Agreement.

Satisfaction and Discharge of Anixter Inc.'s 5.125% Senior Notes due 2021

On June 22, 2020, in connection with the consummation of the Merger, Anixter Inc. ("Anixter OpCo") called for redemption and satisfied and discharged its obligations under that certain Indenture, dated as of April 30, 2020 (the " Base Indenture"), as supplemented by a Second Supplemental Indenture, dated as of September 23, 2014 (the "Second Supplemental Indenture", and the Base Indenture as supplemented by the Second Supplemental Indenture, the "Indenture") by and among Anixter OpCo, Anixter, and Wells Fargo Bank, National Association, as trustee (the "Trustee") by depositing with the Trustee funds sufficient to redeem in full the $400 million aggregate principal amount of its 5.125% Senior Notes due 2021 (the "Anixter 2021 Notes") and otherwise complying with the terms on the indenture related to satisfaction and discharge. The Anixter 2021 Notes will be redeemed on July 22, 2020, in accordance with the notice of redemption to holders of the Anixter 2021 Notes delivered on June 22, 2020.

Existing Anixter Credit Facilities

On June 22, 2020, in connection with the consummation of the Merger, (i) Anixter OpCo caused to be repaid all outstanding amounts owed under, and terminated, Anixter OpCo's existing Credit Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Anixter Inventory Credit Agreement"), dated as of October 5, 2015, by and among Anixter OpCo, certain subsidiaries of Anixter OpCo party thereto, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent, (ii) Anixter Receivables Corporation ("Anixter Receivables") caused to be repaid all outstanding amounts owed under, and terminated, Anixter Receivables' existing Credit Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Anixter Receivables Credit Agreement"), dated as of October 5, 2015, by and among Anixter Receivables, Anixter OpCo, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto and (iii) Anixter Canada Inc. ("Anixter Canada") caused to be repaid all outstanding amounts owed under, and terminated Anixter Canada's existing Credit Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Anixter Canada Credit Agreement"), dated as of October 5, 2015, by and among Anixter Canada, Anixter MidHoldings B.V., the lenders from time to time party thereto and The Bank of Nova Scotia, as administrative agent. Upon termination of (i) the Anixter Inventory Credit Agreement, all of the guarantees of the obligations under the Anixter Inventory Credit Agreement were terminated and all liens granted under the Anixter Inventory Credit Agreement were released, (ii) the Anixter Receivables Credit Agreement, all of the guarantees of the obligations under the Anixter Receivables Credit Agreement were terminated and all liens granted under the Anixter Receivables Credit Agreement were released and (iii) the Anixter Canada Credit Agreement, all of the guarantees of the obligations under the Anixter Canada Credit Agreement were terminated and all liens granted under the Anixter Canada Credit Agreement were released.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note, Item 3.01, Item 3.03, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Prior to the Effective Time, shares of Anixter Common Stock were listed and traded on the New York Stock Exchange ("NYSE") under the trading symbol "AXE." In connection with the consummation of the Merger, Anixter no longer fulfills the listing requirements of the NYSE. On June 22, 2020, Anixter notified the NYSE that the Merger had been completed and requested that the trading of the shares of Anixter Common Stock on the NYSE be suspended prior to the opening of trading on June 22, 2020. Anixter has instructed the NYSE to file with the SEC on June 22, 2020 a notification on Form 25 to delist the Anixter Common Stock from the NYSE and deregister the Anixter Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Additionally, Anixter intends to file with the SEC a certification on Form 15 under the Exchange Act to terminate Anixter's registration under Section 12(g) of the Exchange Act and to suspend Anixter's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.





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Item 5.01. Changes in Control of Registrant.

As a result of the consummation of the Merger, WESCO became the beneficial owner of all shares of Anixter Common Stock and Anixter became a wholly owned subsidiary of WESCO.

The information set forth in the Introductory Note, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, at the Effective Time, Samuel Zell, Lord James Blyth, Frederic F. Brace, Linda Walker Bynoe, Robert J. Eck, William A. Galvin, F. Philip Handy, Melvyn N. Klein, Jamie Moffitt, George Muñoz, Scott R. Peppet, Valarie L. Sheppard, William S. Simon and Charles M. Swoboda resigned from their positions as members of the board of directors of Anixter and from any and all committees of the board of directors on which they served, and were replaced by the directors of Merger Sub, David S. Schulz and Brian M. Begg.

In addition, immediately following the Effective Time, William A. Galvin, Anixter's President and Chief Executive Officer, Theodore A. Dosch, Anixter's Executive Vice President - Finance and Chief Financial Officer, Justin C. Choi, Anixter's Executive Vice President - General Counsel and Secretary, Robert M. Graham, Anixter's Executive Vice President - Electrical & Electronic Solutions and William C. Geary II, Anixter's Executive Vice President - Network & Security Solutions, ceased to serve in their respective positions for Anixter. Mr. Dosch will serve as Executive Vice President, Strategy & Chief Transformation Officer of WESCO. Mr. Geary will serve as Executive Vice President & General Manager of Communications & Security Solutions of WESCO.

Item 5.03. Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of Anixter and the bylaws of Anixter were amended and restated in their entirety. The Amended and Restated Certificate of Incorporation of Anixter and the Fourth Amended and Restated By-laws of Anixter are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits:



Exhibit No.   Description
2.1             Agreement and Plan of Merger, dated as of January 10, 2020, by and
              among Anixter International Inc., WESCO International, Inc. and Warrior
              Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the
              Current Report on Form 8-K filed on January 13, 2020)
3.1             Amended and Restated Certificate of Incorporation of Anixter
              International Inc., dated June 22, 2020
3.2             Fourth Amended and Restated By-laws of Anixter International Inc.,
              dated June 22, 2020
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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