Flex (Nasdaq: FLEX) today announced that its previously announced cash
tender offer (the “Tender Offer”) for any and all of its outstanding
4.625% Notes due 2020 (the “2020 Notes”) expired at 5:00 p.m., New York
City time, on June 5, 2019. As of the expiration of the Tender Offer,
$249,942,000 or 49.99% of the $500 million outstanding aggregate
principal amount of the 2020 Notes had been validly tendered and not
validly withdrawn. These amounts do not include $50,000 aggregate
principal amount of the 2020 Notes subject to the guaranteed delivery
procedures described in the Offer to Purchase dated May 30, 2019 (the
“Offer to Purchase”). Payment for the 2020 Notes validly tendered and
accepted for purchase was made on June 6, 2019, and payment for all 2020
Notes validly tendered pursuant to the guaranteed delivery procedures
described in the Offer to Purchase is expected to be made on June 10,
2019.
Holders that validly tendered their 2020 Notes at or prior to the
expiration of the Tender Offer and did not validly withdraw their 2020
Notes will receive the Tender Offer consideration of $1,013.02 for each
$1,000 principal amount of 2020 Notes tendered and accepted for payment,
plus accrued and unpaid interest from the February 15, 2019 interest
payment date to, but not including, June 6, 2019 (the “Settlement
Date”). Holders that validly tender their 2020 Notes pursuant to the
guaranteed delivery procedures described in the Offer to Purchase will
receive the same Tender Offer consideration. For the avoidance of doubt,
accrued interest will cease to accrue on the Settlement Date for all
2020 Notes tendered pursuant to the guaranteed delivery procedures
described in the Offer to Purchase.
The Tender Offer was made pursuant to the terms and subject to the
conditions set forth in the Offer to Purchase and the related letter of
transmittal and notice of guaranteed delivery and the Company’s press
release dated May 30, 2019 announcing the amendment by the Company of
the financing condition of the Tender Offer. The amended financing
condition for the Tender Offer was 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”),
which closed on June 6, 2019.
Flex plans to redeem any and all of the 2020 Notes not purchased in the
Tender Offer at the make-whole redemption price provided in the
indenture governing the 2020 Notes (the “2020 Notes Redemption”), with a
redemption date not later than September 30, 2019.
Flex used approximately $256.8 million of the net proceeds to purchase
the 2020 Notes tendered pursuant to the Tender Offer on June 6, 2019,
and will use the remainder of the net proceeds from the Offering,
together with available cash, to fund the purchase of any additional
2020 Notes accepted in the Tender Offer and tendered pursuant to the
guaranteed delivery procedures described in the Offer to Purchase and
the planned redemption of all remaining then-outstanding 2020 Notes in
the 2020 Notes Redemption, including the payment of all premiums,
accrued interest and costs and expenses in connection with the Tender
Offer and the 2020 Notes Redemption.
J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and BNP
Paribas Securities Corp. acted as Dealer Managers for the Tender Offer.
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.
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
2020 Notes Redemption. 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 2020 Notes Redemption may not be completed.
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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