Item 1.01. Entry into a Material Definitive Agreement.

The information set forth in the Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

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

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Amended and Restated Asset-Based Revolving Credit Facility

On June 22, 2020, WESCO, WESCO Distribution, Inc. ("WESCO Distribution") and certain other subsidiaries of WESCO entered into a US$1,100 million revolving credit facility (the "Revolving Credit Facility"), as a replacement of WESCO Distribution's existing revolving credit facility, pursuant to the terms and conditions of a Fourth Amended and Restated Credit Agreement, dated as of June 22, 2020 (the "Credit Agreement"), among WESCO Distribution, the other U.S. borrowers party thereto (collectively, the "U.S. Borrowers"), WESCO Distribution Canada LP ("WESCO Canada"), the other Canadian borrowers party thereto (collectively, the "Canadian Borrowers"), WESCO, the lenders party thereto and Barclays Bank PLC, as the administrative agent. The Revolving Credit Facility contains a letter of credit sub-facility of up to US$175 million and contains an accordion feature allowing WESCO Distribution to request increases to the borrowing commitments under the Revolving Credit Facility of up to US$500 million in the aggregate, subject to customary conditions. The Revolving Credit Facility replaces WESCO Distribution's existing revolving credit facility entered into on September 26, 2019. The Revolving Credit Facility matures in June 2025.

The obligations of WESCO Distribution and the other U.S. Borrowers under the Revolving Credit Facility have been guaranteed by WESCO and certain of WESCO Distribution's subsidiaries (including certain subsidiaries of Anxiter Inc.). The obligations of WESCO Canada and the other Canadian Borrowers under the Revolving Credit Facility (including certain subsidiaries of Anxiter Inc.) have been guaranteed by certain subsidiaries of WESCO Canada and the other Canadian Borrowers. The Revolving Credit Facility is collateralized by (i) substantially all assets of WESCO Distribution, the other U.S. Borrowers and certain of WESCO Distribution's subsidiaries (including certain subsidiaries of Anxiter Inc.), other than, among other things, real property and accounts receivable sold or intended to be sold pursuant to WESCO Distribution's accounts receivable securitization facility (the "Receivables Facility"), and (ii) substantially all assets of WESCO Canada, the other Canadian Borrowers and certain of WESCO Canada's subsidiaries, other than, among other things, real property, in each case, subject to customary exceptions and limitations. The applicable interest rate for borrowings under the Revolving Credit Facility includes interest rate spreads based on available borrowing capacity that range between 1.25% and 1.50% for LIBOR-based borrowings and 0.25% and 0.50% for prime rate-based borrowings.

The Credit Agreement requires compliance with conditions precedent that must be satisfied prior to any borrowing as well as ongoing compliance with certain customary affirmative and negative covenants. The Credit Agreement contains customary events of default. In addition, WESCO will be subject to a limit on the ratio of the amount of WESCO's consolidated EBITDA to WESCO's fixed charges if certain excess availability thresholds are not satisfied or certain events of default exist. Upon the occurrence and during the continuance of an event of default, the commitments of the lenders may be terminated, and all outstanding obligations of the loan parties under the Revolving Credit Facility may be declared immediately due and payable.

Certain of the lenders under the Credit Agreement have in the past provided, are currently providing and may in the future provide advisory and lending services to, or engage in transactions with, WESCO and its subsidiaries or affiliates (including through certain subsidiaries or affiliates of such lenders). The lenders have received, and may in the future receive, customary compensation from WESCO and its subsidiaries or affiliates for such services and in respect of such transactions.

The foregoing is a summary of the material terms and conditions of the Credit Agreement and not a complete discussion of the document.

Amended and Restated Accounts Receivable Securitization Facility

On June 22, 2020, WESCO Distribution amended its Receivables Facility pursuant to the terms and conditions of a Fifth Amended and Restated Receivables Purchase Agreement, dated as of June 22, 2020 (the "Receivables Purchase Agreement"), by and among WESCO Receivables Corp. ("WESCO Receivables"), WESCO Distribution, the various purchaser groups from time to time party thereto and PNC Bank, National Association, as Administrator. The Receivables Purchase Agreement amends and restates the amended and restated receivables purchase agreement entered into on September 24, 2015 (the "Existing Receivables Purchase Agreement").

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The Receivables Purchase Agreement, among other things, increases the purchase limit under the Existing Receivables Purchase Agreement from $600 million to $1,025 million, with the opportunity to exercise an accordion feature which permits increases in the purchase limit to $1,400 million, extends the term of the Receivables Facility to June 22, 2023 and adds and amends certain defined terms. The interest rate spread of the Receivables Facility increases from 0.95% to 1.20%. The commitment fee of the Receivables Facility remains 0.45%.

Certain of the purchasers under the Receivables Purchase Agreement have in the past provided, are currently providing and may in the future provide advisory and lending services to, or engage in transactions with, WESCO and its subsidiaries or affiliates (including through certain subsidiaries or affiliates of such agents and lenders). The purchasers have received, and may in the future receive, customary compensation from WESCO and its subsidiaries or affiliates for such services and in respect of such transactions.

The foregoing is a summary of the material terms and conditions of the Receivables Purchase Agreement and not a complete discussion of the document.

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

As set forth in the Introductory Note, on June 22, 2020, WESCO filed a Certificate of Designations with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the WESCO Series A Preferred Stock. The Certificate of Designations became effective upon filing with the Secretary of State of the State of Delaware, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The joint proxy statement/prospectus included in the Form S-4 contains additional information about the preferences, limitations and relative rights of the WESCO Series A Preferred Stock.

Item 8.01. Other Events.

On June 22, 2020, WESCO issued a press release to announce the closing of the Merger.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.




Item 9.01       Financial Statements and Exhibits.

Financial Statement of Businesses Acquired and Pro Forma Financial Information



The audited financial statements required by Item 9.01(a) of Form 8-K, and the
unaudited pro forma condensed combined financial statements and notes related
thereto required by Item 9.01(b) of Form 8-K, are not included in this Current
Report on Form 8-K. The financial statements and pro forma condensed combined
financial statements will be filed by an amendment to this Current Report on
Form 8-K within the time period specified in the instructions to Item 9.01 of
Form 8-K.

(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          Certificate of Designations with respect to the Series A
                 Preferred Stock, dated June 22, 2020.
    4.1          Deposit Agreement, dated as of June 19, 2020, among the Company,
                 Computershare Inc. and Computershare Trust Company, N.A.,
                 jointly as the Depositary, and the holders from time to time of
                 the Depositary Receipts described therein (incorporated by
                 reference to Exhibit 4.2 to the Registration Statement on Form
                 8-A filed on June 19, 2020).
    4.2          Form of Depositary Receipt (incorporated by reference to Exhibit
                 4.3 to the Registration Statement on Form 8-A filed on June 19,
                 2020).
   99.1          Press Release, dated June 22, 2020.
    104          Cover Page Interactive Data File (embedded within the Inline
                 XBRL document).

Forward-Looking Statements

All statements made herein that are not historical facts should be considered as forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. These statements include, but are not limited to, statements regarding the expected benefits and costs of the transaction between WESCO and Anixter, including anticipated future financial and operating results, synergies, accretion and growth rates, and the combined company's plans, objectives, expectations and intentions, statements that address the combined company's expected future business and financial performance, and other statements identified by words such as "anticipate," "plan," "believe," "estimate," "intend," "expect," "project," "will" and similar words, phrases or expressions. These forward-looking statements are based on current expectations and beliefs of WESCO's management, as well as assumptions made by, and information currently available to, WESCO's management, current market trends and market conditions and involve risks and uncertainties, many of which are outside of WESCO's and WESCO's management's control, and which may cause actual results to differ materially from those contained in forward-looking statements. Accordingly, you should not place undue reliance on such statements.

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Those risks, uncertainties and assumptions include the risk of any unexpected costs or expenses resulting from the transaction, the risk of any litigation or post-closing regulatory action relating to the transaction, the risk that the transaction could have an adverse effect on the ability of the combined company to retain customers and retain and hire key personnel and maintain relationships with its suppliers, customers and other business relationships and on its operating results and business generally, the risk that problems may arise in successfully integrating the businesses of the companies or that the combined company could be required to divest one or more businesses, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or other anticipated benefits of the proposed transaction or it may take longer than expected to achieve those synergies or benefits, the impact of natural disasters, health epidemics and other outbreaks, especially the outbreak of COVID-19 since December 2019, which may have a material adverse effect on the combined company's business, results of operations and financial conditions, and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond each company's control. Additional factors that could cause results to differ materially from those described above can be found in WESCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and WESCO's other reports filed with the SEC.

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