Item 8.01 Other Events.
On November 30, 2022, Flex Ltd. (the "Company") entered into an underwriting
agreement (the "Underwriting Agreement") with Barclays Capital Inc., BNP Paribas
Securities Corp., BofA Securities, Inc., and U.S. Bancorp Investments, Inc., as
representatives of the several underwriters named therein (collectively, the
"Underwriters"), pursuant to which the Company agreed to sell and the
Underwriters agreed to purchase, subject to and upon the terms and conditions
set forth therein, $400 million aggregate principal amount of its 6.000% Notes
due 2028 (the "Notes"). The Underwriting Agreement includes customary
representations, warranties and covenants by the Company. It also provides for
customary indemnification by each of the Company and the respective Underwriters
against certain liabilities arising out of or in connection with sale of the
Notes and for customary contribution provisions in respect of those liabilities.
The Company expects that the closing of the offering will occur on or about
December 7, 2022, subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds from the offering together with cash
on hand, if necessary, to fund the redemption of $500.0 million in aggregate
principal amount of its 5.000% notes due February 2023 (the "2023 notes"), in
accordance with the terms of the indenture governing the 2023 notes, with the
remaining proceeds, if any, to be used for general corporate purposes, which may
include repaying, redeeming or repurchasing outstanding debt and for working
capital, capital expenditures and acquisitions. As previously disclosed, on
November 16, 2022, the Company issued a notice of redemption to redeem its 2023
notes on December 20, 2022. Certain of the underwriters (or their affiliates)
may hold the 2023 notes and will receive a portion of the net proceeds from the
offering.
The foregoing summary of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the complete terms of
the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
1.1 Underwriting Agreement, dated as of November 30, 2022, by and among the
Company and Barclays Capital Inc., BNP Paribas Securities Corp., BofA
Securities, Inc. and U.S. Bancorp Investments, Inc., as representatives of
the underwriters named therein
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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