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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