Flex (Nasdaq: FLEX) today announced that it has priced a public offering
(the “Offering”) of $450 million aggregate principal amount of 4.875%
notes due 2029 (the “Notes”). The Offering is expected to close on June
6, 2019, subject to customary closing conditions.
Flex intends to use the net proceeds from the Offering, together with
available cash, to fund the concurrent cash tender offer (the “Tender
Offer”) for any and all of the $500,000,000 outstanding aggregate
principal amount of its 4.625% Notes due 2020 (the “2020 Notes”) and any
redemption of 2020 Notes not tendered in the Tender Offer.
J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and BNP
Paribas Securities Corp. are acting as joint book-running managers for
the Offering.
The Offering is being made pursuant to an effective shelf registration
statement filed with the Securities and Exchange Commission (the “SEC”).
The Offering may be made solely by means of a prospectus supplement and
accompanying prospectus. A copy of the preliminary prospectus supplement
and the accompanying prospectus may be obtained from J.P. Morgan
Securities LLC, Investment Grade Syndicate Desk, 383 Madison Avenue, New
York, New York 10179, or by calling (212) 834-4533; Citigroup Global
Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, New York 11717, or by email at prospectus@citi.com,
or by calling (800) 831-9146; or BNP Paribas Securities Corp. by calling
(800) 854-5674. An electronic copy of the preliminary prospectus
supplement, together with the accompanying prospectus, is also available
on the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the Notes, nor shall there be any sale
of the Notes in any state or other jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any 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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