Ingram Micro tells a tale of $300 Million senior unsecured notes offering

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For use with BrightPoint

Ingram Micro has entered into an underwriting agreement for the sale of $300 million in principal amount of 5.00 percent Senior Unsecured Notes.

The net proceeds of the Notes, due 2022 at an issue price of  99.402 percent are intended to be used for general corporate purposes, which may include funding a portion of Ingram Micro’s pending acquisition of Brightpoint.

In its SEC filing the company said that as a result of the Merger, each share of BrightPoint common stock issued and outstanding immediately prior to the effective time of the Merger  other than treasury shares and shares held by any direct or indirect subsidiary of BrightPoint or Ingram Micro, would be converted into the right to receive $9.00 in cash, without interest.

It added that in connection with the Merger Agreement, it had entered into a commitment letter with Morgan Stanley Senior Funding and The Royal Bank of Scotland plc  to provide up to $150 million, for a total of up to $300 million, under a 364-day senior unsecured bridge term loan facility.

However, the company added that if it did not “consummate” its acquisition of Brightpoint on or prior to April 30, 2013 or the merger agreement with Brightpoint was terminated at any time prior, it would be required to redeem all of the notes at a purchase price in cash equal to 101 percent of their aggregate principal amount, plus accrued and unpaid interest.


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