Flex (Nasdaq: FLEX) today announced that it has amended the financing
condition for its previously-announced cash tender offer (the “Tender
Offer”) for any and all of its outstanding 4.625% Notes due 2020 (the
“2020 Notes”). In addition to the other terms and conditions of the
Tender Offer, the Tender Offer is now subject to the successful
completion by Flex of its previously-announced offering (the “Offering”)
of $450 million aggregate principal amount of 4.875% notes due 2029 (the
“New Notes”). The Company intends to use the net proceeds from the
Offering, together with available cash, to effect the repurchase of the
2020 Notes validly tendered and accepted for purchase pursuant to the
Tender Offer and the redemption, in accordance with the terms of the
indenture governing the 2020 Notes, of any and all 2020 Notes remaining
outstanding after the Tender Offer, including the payment of any
premiums, accrued interest and costs and expenses incurred in connection
with the foregoing. If any 2020 Notes remain outstanding after the
consummation of the Tender Offer, Flex expects (but is not obligated) to
redeem such 2020 Notes in accordance with the terms and conditions set
forth in the related indenture. The Offering is not conditioned on the
completion of the Tender Offer.
The Tender Offer is being made on the terms and subject to the
conditions set forth in the Offer to Purchase dated May 30, 2019 (the
“Offer to Purchase”) and the related letter of transmittal and notice of
guaranteed delivery (collectively, the “Offer Documents”), subject to
the above-described amendment to the financing condition.
The Tender Offer will expire at 5:00 p.m., New York City time, on June
5, 2019, unless extended or earlier terminated as described in the Offer
to Purchase.
The Company has engaged J.P. Morgan Securities LLC, Citigroup Global
Markets Inc. and BNP Paribas Securities Corp. to act as dealer managers
(collectively, the “Dealer Managers”) in connection with the Tender
Offer, and has appointed D.F. King & Co., Inc. (“DF King”) to serve as
the tender agent and information agent for the Tender Offer. Copies of
the Offer Documents are available via the Tender Offer website at http://www.dfking.com/flex
or by contacting DF King in New York via email at flex@dfking.com
or via telephone at (212) 269-5550 (banks and brokers) or (800) 967-4607
(all others). Questions regarding the terms of the Tender Offer should
be directed to J.P. Morgan Securities LLC at (212) 834-8553 (collect) or
(866) 834-4666 (toll-free), Citigroup Global Markets Inc. at (212)
723-6106 (collect) or (800) 558-3745 (toll-free) or BNP Paribas
Securities Corp. at (212) 841-3059 (collect) or (888) 210-4358
(toll-free).
None of Flex, its board of directors, the Dealer Managers, DF King or
the trustee for the 2020 Notes, or any of their respective affiliates,
is making any recommendation as to whether Holders should tender any
2020 Notes in response to the Tender Offer. Holders must make their own
decision as to whether to tender any of their 2020 Notes and, if so, the
principal amount of 2020 Notes to tender.
This press release is neither an offer to purchase nor a solicitation of
an offer to sell any of the 2020 Notes, or an offer to sell or a
solicitation of an offer to purchase the New Notes pursuant to the
Offering nor is it a solicitation for acceptance of the Tender Offer,
nor shall it constitute a notice of redemption under the indenture
governing the 2020 Notes. Flex is making the Tender Offer only by, and
pursuant to the terms of, the Offer Documents. The Tender Offer is not
being made in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other laws
of such jurisdiction.
About Flex
Flex Ltd. (Reg. No. 199002645H) is the Sketch-to-Scale®
solutions provider that designs and builds intelligent products
globally. With approximately 200,000 employees across 30 countries, Flex
provides innovative design, engineering, manufacturing, real-time supply
chain insight and logistics services to companies of all sizes across
industries and markets.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of U.S. securities laws, including statements related to the
Offering, the Tender Offer and any potential redemption of 2020 Notes
not tendered in the Tender Offer. These forward-looking statements
involve risks and uncertainties that could cause the actual results to
differ materially from those anticipated by these forward-looking
statements, including the risk that the Tender Offer, the Offering or
the redemption of the 2020 Notes may not be completed on the proposed
terms, or at all. Readers are cautioned not to place undue reliance on
these forward-looking statements. The following risks, among others,
could affect our business and financial performance: future revenues and
earnings may not be achieved as expected; the challenges of effectively
managing our operations, including our ability to control costs and
manage changes in our operations; litigation and regulatory
investigations and proceedings; compliance with legal and regulatory
requirements; the possibility that benefits of our restructuring actions
may not materialize as expected; the expected revenue and margins from
recently launched programs may not be realized; our dependence on a
small number of customers; the impact of component shortages, including
their impact on our revenues; geopolitical risk, including the
termination and renegotiation of international trade agreements and
trade policies, including the impact of tariffs and related regulatory
actions; recently proposed changes or future changes in tax laws in
certain jurisdictions where we operate could materially impact our tax
expense; the effects that the current macroeconomic environment could
have on our business and demand for our products; and the effects that
current credit and market conditions could have on the liquidity and
financial condition of our customers and suppliers, including any impact
on their ability to meet their contractual obligations.
Additional information concerning these and other risks is described
under “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in our reports on Forms
10-K and 10-Q that we file with the U.S. Securities and Exchange
Commission. The forward-looking statements in this press release are
based on current expectations and Flex assumes no obligation to update
these forward-looking statements, except as required by law.
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