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ARROW ELECTRONICS INC : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

09/10/2021 | 04:23pm EDT

Item 1.01. Entry into a Material Definitive Agreement.

Amended and Restated Credit Agreement

On September 9, 2021, Arrow Electronics, Inc. (the "Company") and certain of the Company's subsidiaries, as borrowers, entered into a Fourth Amended and Restated Credit Agreement with the lenders from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the "Credit Agreement"), which amends the Company's existing credit facility dated as of December 14, 2018 (the "Previous Credit Agreement"). The Credit Agreement provides for extensions of credit in the aggregate amount of up to $2,000,000,000 consisting of revolving credit facilities and letters of credit.

The Credit Agreement's terms are substantially similar to the Previous Credit Agreement, but for the following: extension of the maturity date to September 9, 2026; change in pricing; addition of LIBOR replacement language; provision of zero floor for interest rate indexes; deletion of a financial covenant relating to minimum interest coverage ratio; and increase in thresholds in certain representations and covenants to reflect increases in assets of the Company and its subsidiaries.

Interest and fees under the Credit Agreement will generally be payable at least on a quarterly basis and the applicable margins and fees are determined based on the actual or implied senior unsecured debt ratings of the Company in effect from time to time by Moody's Investors Service, Inc., Standard & Poor's Ratings Group or Fitch Ratings, Inc. Interest on borrowings under the Credit Agreement is calculated using a base rate or a Eurocurrency rate plus the applicable margin, which ranges from 0.900% to 1.600% for Eurocurrency loans and 0.000% to 0.600% for base rate loans.

The Company and certain of its U.S. and non-U.S. subsidiaries may be borrowers under the Credit Agreement. Loans may be made, and letters of credit may be issued, under the Credit Agreement in U.S. Dollars, British Pounds Sterling, Euros and other specified currencies. The Company's obligations are guaranteed by certain of the Company's domestic subsidiaries. The obligations of any subsidiary borrowers are guaranteed by the Company.

The Credit Agreement contains a number of covenants, including, among other things, the requirement to comply with a consolidated leverage ratio test; restrictions on the Company's and certain of its subsidiaries' ability to incur liens, merge or consolidate with other companies; restrictions on the ability to make certain acquisitions; and restrictions on the ability of the Company's subsidiaries to incur indebtedness.

The maturity date of the Credit Agreement may be accelerated upon the occurrence and during the continuation of an event of default. Events of default under the Credit Agreement include the failure to pay principal or interest when due; a material breach of any representation or warranty; covenant defaults; bankruptcy or insolvency related events of the Company or certain subsidiaries; imposition of certain judgments against the Company or any of its subsidiaries; certain events relating to the Employee Retirement Income Security Act of 1974 (as amended); a change in control (with respect to the Company's board of directors or the ownership of the Company's shares); impairment of loan documentation or any guarantees related to the Credit Agreement; and cross-defaults to certain other indebtedness, guarantee obligations or permitted receivables securitizations of the Company or any of its consolidated subsidiaries.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, filed as Exhibit 10.1 hereto and incorporated by reference herein.

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

The information set forth above in Item 1.01 is incorporated by reference into this Item 2.03.

 Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

 Exhibit Number Description

   10.1     Fourth Amended and Restated Credit Agreement, dated as of September 9,
          2021, among Arrow Electronics, Inc. and certain of its subsidiaries, as
          borrowers, the lenders from time to time parties thereto, JPMorgan Chase
          Bank, N.A. as administrative agent and Bank of America, N.A., The Bank
          of Nova Scotia, BNP Paribas, ING Bank N.V., Dublin Branch, MUFG Bank,
          Ltd., Mizuho Bank, Ltd., and Sumitomo Mitsui Banking Corporation as
          syndication agents.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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Financials (USD)
Sales 2021 34 538 M - -
Net income 2021 973 M - -
Net Debt 2021 2 023 M - -
P/E ratio 2021 8,97x
Yield 2021 -
Capitalization 8 470 M 8 470 M -
EV / Sales 2021 0,30x
EV / Sales 2022 0,28x
Nbr of Employees 19 600
Free-Float 56,9%
Duration : Period :
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Technical analysis trends ARROW ELECTRONICS, INC.
Short TermMid-TermLong Term
Income Statement Evolution
Mean consensus HOLD
Number of Analysts 9
Last Close Price 117,93 $
Average target price 126,00 $
Spread / Average Target 6,84%
EPS Revisions
Managers and Directors
Michael J. Long Chairman, President & Chief Executive Officer
Christopher David Stansbury Chief Financial Officer & Senior Vice President
Vincent P. Melvin Chief Information Officer & Senior Vice President
Sean J. Kerins Chief Operating Officer
Barry W. Perry Lead Independent Director
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1st jan.Capi. (M$)
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