Item 8.01 Other Events.





As previously announced, on October 30, 2019, Anixter International Inc., a
Delaware corporation (the "Company"), CD&R Arrow Parent, LLC, a Delaware limited
liability company ("Parent"), and CD&R Arrow Merger Sub, Inc., a Delaware
corporation ("Merger Sub"), entered into an Agreement and Plan of Merger (the
"Original Agreement"), pursuant to which the Merger Sub will be merged with and
into the Company with the Company surviving the merger as a wholly owned
subsidiary of Parent. Parent and Merger Sub are indirectly owned by investment
funds managed by Clayton, Dubilier & Rice, LLC ("CD&R").
On November 21, 2019, the Company, Parent and Merger Sub entered into an
amendment (the "Merger Agreement Amendment") to the Original Agreement (the
Original Agreement, as amended by the Merger Agreement Amendment, the "Merger
Agreement").
On November 22, 2019, the Company and CD&R issued a joint press release
announcing the entry into the Merger Agreement Amendment. A copy of the press
release and additional communications materials used in connection with the
announcement of the Company, Parent and Merger Sub's entry into the Merger
Agreement Amendment are attached hereto as Exhibits 99.1 and 99.2 and are
incorporated herein by reference. The press release contains forward looking
statements which should be read together with the important factors referred to
or incorporated by reference in the "Cautionary Statement Regarding
Forward-Looking Statements" below.
The information required to be reported on Form 8-K with respect to the Merger
Agreement Amendment will be filed in a separate Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits:
Exhibit No. Description
99.1          Joint Press Release of the Company and CD&R, dated November 22, 2019
99.2          CEO Email to the Company's employees, dated November 22, 2019
104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

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Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains "forward-looking statements" as defined in the U.S. Private Securities Litigation Reform Act of 1995. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events and these include statements using the words such as will and expected, and similar statements. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations of the Company. Risks and uncertainties include, but are not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the Company's business and the price of its common stock, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by the stockholders of the Company, and the receipt of certain governmental and regulatory approvals, (iii) the failure of Parent and Merger Sub to obtain the necessary financing pursuant to the arrangements set forth in the commitment letters delivered pursuant to the Merger Agreement or otherwise, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (v) the effect of the announcement or pendency of the transaction on the Company's business relationships, operating results, and business generally, (vi) risks that the proposed transaction disrupts the Company's current plans and operations and potential difficulties in the Company's employee retention as a result of the transaction, (vii) risks related to diverting management's attention from the Company's ongoing business operations, (viii) the risk that the anticipated outcomes of the transaction will not occur in the manner contemplated, or at all, and (ix) the outcome of any legal proceedings that may be instituted against the Company or Parent or Merger Sub related to the Merger Agreement or the transaction contemplated thereby. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of the Company described in the "Risk Factors" section of the Company's Annual Report on Form 10-K for the year ended December 28, 2018 filed with the SEC on February 21, 2019, and other documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Copies of these filings are available online at www.sec.gov and http://investors.anixter.com/financials/sec-filings/default.aspx. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its expectations.

Additional Information and Where to Find It.

In connection with the proposed transaction, the Company will be filing with the SEC a proxy statement (the "proxy statement") and mail the proxy statement to its stockholders. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AND OTHER RELEVANT DOCUMENTS, AND ANY RELATED AMENDMENTS OR SUPPLEMENTS, FILED WITH THE SEC CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the proxy statement and other documents (when available) that the Company files with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company's website at investors.anixter.com/financials/sec-filings or by contacting the Company's Investor Relations Department at kevin.burns@anixter.com.

The Company and certain of its directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of the Company in connection with the transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement described above when it is filed with the SEC. Additional information regarding the Company's directors and executive officers is also included in the Company's proxy statement for its 2019 Annual Meeting of Stockholders, which was filed with the SEC on April 18, 2019. These documents are available free of charge as described above. If the holdings of the Company's securities change from the amounts provided in the proxy statement for its 2019 Annual Meeting of Stockholders, or from the amounts provided in the Proxy Statement, such changes will be set forth in the SEC filings on Forms 3, 4 and 5.

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