Item 1.01 Entry into a Material Definitive Agreement.
On
August 17, 2020, Flex Ltd. (the “Company”) completed its sale of $250,000,000 aggregate principal amount of its 3.750%
Notes due 2026 (the “Additional 2026 Notes”) and $325,000,000 aggregate principal amount of its 4.875% Notes due 2030
(the “Additional 2030 Notes” and, together with the Additional 2026 Notes, the “Additional Notes”). The
Additional 2026 Notes constitute a further issuance of, and will be
consolidated and form a single series with, the $425,000,000 aggregate principal amount of 3.750% Notes due 2026 issued by
the Company on May 12, 2020 (the “Existing 2026 Notes” and, together with the Additional 2026 Notes, the “2026
Notes”), and the Additional 2030 Notes constitute a further issuance of, and will be consolidated and form a single series
with, the $325,000,000 aggregate principal amount of 4.875% Notes due 2030 issued by the Company on May 12, 2020 (the “Existing
2030 Notes” and, together with the Additional 2030 Notes, the “2030 Notes”). The offer and sale of the
Additional Notes was registered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-222773),
filed with the Securities and Exchange Commission (the “Commission”) on January 30, 2018. A prospectus supplement relating
to the offer and sale of the Additional Notes was filed with the Commission on August 14, 2020.
The Additional Notes
were issued under an Indenture, dated as of June 6, 2019 (the “Base Indenture”) between the Company and U.S. Bank
National Association, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of
May 12, 2020 between the Company and the Trustee (the “Third Supplemental Indenture”), as further supplemented by the
Fourth Supplemental Indenture, dated as of August 17, 2020 between the Company and the Trustee (the “Fourth Supplemental
Indenture” and, together with the Base Indenture and the Third Supplemental Indenture, the “Indenture”).
Interest on the Additional
2026 Notes is payable on February 1 and August 1 of each year, beginning on February 1, 2021, and interest on the Additional 2030
Notes is payable on May 12 and November 12 of each year, beginning on November 12, 2020. The 2026 Notes will mature on February
1, 2026 and the 2030 Notes will mature on May 12, 2030. The Company may, at its option, redeem some or all of the 2026 Notes or
the 2030 Notes at any time by paying the applicable redemption prices set forth in the Indenture. In addition, holders of
the notes of either series may require the Company to repurchase their notes upon the occurrence of a change of control repurchase
event (as defined in the Indenture), unless the Company has previously exercised its right to redeem the notes of the applicable
series as described above. The notes are senior unsecured obligations of the Company and rank equally with all of the Company’s
other existing and future senior and unsecured indebtedness. The Indenture contains certain limited covenants restricting
the Company’s ability to incur certain liens, enter into certain sale and leaseback transactions and merge or consolidate
with any other entity or convey, transfer or lease all or substantially all of the Company’s properties and assets to another
person, which, in each case, is subject to a number of significant limitations and exceptions. The Indenture contains certain other
covenants, events of default and other customary provisions.
From time to time in
the ordinary course of business, affiliates of the Trustee have engaged in and may in the future engage in commercial banking,
investment banking and other commercial transactions and services with the Company and its subsidiaries for which they have received
or will receive customary fees and commissions. For example, an affiliate of the Trustee is a lender under one of the Company’s
term loans and the Company’s revolving credit facility, an affiliate of the Trustee is one of the underwriters for the offering
and sale of the Additional Notes, and the Trustee is the trustee under the indentures governing the Company’s 5.000% Notes
due 2023, 4.750% Notes due 2025, 4.875% Notes due 2029, the Existing 2026 Notes and the Existing 2030 Notes.
The foregoing summary
does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Base Indenture and the
Third Supplemental Indenture, which are incorporated by reference as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, the
Fourth Supplemental Indenture, which is filed as Exhibit 4.3 to this Current Report on Form 8-K and the Additional Notes, the forms
of which are filed as Exhibit 4.4 and Exhibit 4.5 to this Current Report on Form 8-K, each of which is incorporated herein by reference.