WESCO International, Inc. (NYSE:WCC) offered to acquire Anixter International Inc. (NYSE:AXE) for $3.1 billion on December 24, 2019. WESCO International, Inc. entered into an agreement to acquire Anixter International Inc. on January 10, 2020. WESCO made a stock-and-cash offer at $90 per Anixter share. As of December 26, 2019, WESCO International, Inc. made a new cash and stock offer of $93.5 per share consisting of $63 in cash plus a fixed exchange ratio of 0.2397 shares of WESCO common stock plus $16.65 of a newly created class of WESCO perpetual preferred stock. On January 3, 2020, WESCO International, Inc. submitted a revised proposal to acquire Anixter International for $97.00 per share in cash and stock. Under the revised proposal, Anixter stockholders will receive consideration per Anixter share of $63 in cash, plus a fixed exchange ratio of 0.2397 shares of WESCO International, Inc., as in WESCO International, Inc.'s prior proposal, plus $19.89 of a newly created class of WESCO International, Inc.'s perpetual preferred stock. As of January 9, 2020, WESCO International, Inc.'s revised the offer. Under the terms of the revised offer, WESCO International, Inc. would acquire Anixter for nominal consideration of $100 per share. The consideration consists of $70 per share in cash, 0.2397 shares of WESCO common stock, and $15.89 per share in value of WESCO International, Inc.'s perpetual preferred stock, based on the value of its liquidation preference. The cash portion of the merger consideration will be increased by up to $2.82 to the extent the value of the WESCO common stock consideration, calculated using a volume weighted average before closing, declines below $14.11 per share, providing Anixter stockholders with 20% down-side protection based on WESCO's closing price on January 2, 2020. Anixter's stockholders would receive the benefit of any increase in the value of the WESCO common stock consideration above $14.11 per share. Post-acquisition, WESCO stockholders will own 84% and Anixter stockholders will own 16% of the combined company.

WESCO International, Inc. intends to fund transaction the required cash consideration with a combination of long-term debt financing and additional equity or equity-content securities. The transaction will be financed by Barclays Bank PLC through a senior secured asset based revolving credit facility in aggregate principal amount of $1.2 billion and an unsecured bridge facility in aggregate principal amount of $3.125 billion. As of March 9, 2020, WESCO International, Inc. expects to fund the entirety of the cash portion of the merger consideration with debt and cash-on-hand at WESCO and Anixter. WESCO expects, in total, to issue $2.2 to $2.4 billion in new long-term debt securities in connection with the merger and to draw on its credit facilities. On May 26, 2020, WESCO International Announces Commencement of Private Offering of Senior Notes Due 2025 and Senior Notes Due 2028 and intends to use the net proceeds from this offering to finance the transaction. On June 12, 2020, WESCO Distribution completed its previously announced offering to eligible purchasers of $1,500 million aggregate principal amount of 7.125% senior notes due 2025 and $1,325 million aggregate principal amount of 7.250% senior notes due 2028, and intends to use the net proceeds to finance the transaction. Upon-closing, Anixter International will operate as a subsidiary of WESCO. Under the agreement, Anixter is required to pay a $100 million termination fee to Clayton, Dubilier & Rice, LLC if the Board of Anixter terminates the Clayton, Dubilier & Rice, LLC merger agreement in order to enter into an agreement with WESCO. WESCO has agreed to pay the termination fee on Anixter's behalf in such event. In the event of termination of merger agreement, Anixter will pay a termination fee of $100 million to WESCO and WESCO will pay a reverse termination fee of $190 million to Anixter if the agreement is terminated from WESCO's end.

The transaction is subject to the antitrust approval, approval for listing of shares issued in the merger on NYSE, approval by Anixter's shareholders, regulatory approvals in the United States, Canada and certain other foreign jurisdictions, effectiveness of the registration statement on Form S-4 to be filed by WESCO with the U.S. Securities and Exchange Commission and approval by Anixter's Board of Directors. The Board of Anixter has rejected the offer as of December 24, 2019. As of January 2, 2020, Anixter and Clayton, Dubilier & Rice, LLC agreed to an amendment to the merger agreement to increase the per-share consideration payable to Anixter's shareholders to $93.5 per share. The Board has unanimously concluded that Clayton, Dubilier & Rice, LLC's improved all-cash proposal is superior to WESCO International, Inc.'s offer. As of January 9, 2020, Anixter International Inc. announced that the Anixter Board of Directors determined that the offer from WESCO International, Inc. constitutes a superior proposal. As of January 10, 2020, the Boards of WESCO and Anixter unanimously approved the deal and the Board of Anixter recommended that its shareholders to approve the transaction. As of February 26, 2020, WESCO International announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with its previously announced merger with Anixter International, expired on February 26, 2020. The special meeting of Anixter International shareholders to approve the transaction will be held on April 9, 2020. As of March 2, 2020, the transaction received approval under antitrust laws of Turkey. As of March 11, 2020, the registration statement was declared effective. As of April 9, 2020, Anixter International's shareholders have approved the deal. As of April 9, 2020, WESCO International received clearances from Russia and the transaction remains subject to regulatory approval in Canada and Mexico. As on April 30, 2020, approval in Mexico from Comisión Federal de Competencia Económica has been received for the transaction. Approval or clearance has previously been received under the antitrust laws of the United States. The transaction is expected to be completed in the summer of 2020. As of January 10, 2020, the deal is expected to be completed in the second or third quarter of 2020. The transaction is immediately accretive to EPS and EBIDTA margin.

Mark Hudson and Richard Siegel of Barclays acted as financial advisors and Adam O. Emmerich, John L. Robinson, Yasmina Abdel-Malek, Emily Barreca, Ilene Knable Gotts, Andrea K. Wahlquist, William Savitt, Emily D. Johnson and Jodi J. Schwartz of Wachtell, Lipton, Rosen & Katz acted as legal advisors to WESCO. Todd Kaplan of Centerview Partners LLC and Wells Fargo Securities, LLC acted as financial advisors, Centerview Partners LLC provided fairness opinion service and Irving L. Rotter, Gabriel Saltarelli, Ram Burshtine, Andrew Stern, David Buck, Karen Kazmerzak, and Audry Casusol of Sidley Austin LLP acted as legal advisors to Anixter. Centerview Partners LLC will receive a total fee of $23 million, $5 million of which is payable for its fairness opinion services. Davis Polk & Wardwell, LLP acted as advisor to Centerview Partners. Shearman & Sterling LLP acted as legal advisor for Barclays Capital Inc. as financial advisor to WESCO in the transaction. Morrow & Co., LLC acted as information agent to Anixter and will be paid a fee of $10,000 for its services. Anixter has agreed to pay Wells Fargo Securities an aggregate fee currently estimated to be approximately $9 million, $1.2 million of which became payable to Wells Fargo Securities on October 30, 2019, and the remainder of which is contingent and payable upon the consummation of the merger. Mark Katz of Davies Ward Phillips & Vineberg LLP acted as a legal advisor to WESCO International, Inc.