ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 14, 2020, Tyco Electronics Group
S.A. (“TEGSA”), a wholly-owned subsidiary of TE Connectivity Ltd. (“TE Connectivity”), issued €550,000,000
aggregate principal amount of its 0.000% Senior Notes due 2025 (the “Notes”). The Notes were offered and sold by TEGSA
pursuant to a registration statement on Form S-3 (Registration No. 333-228859) (the “Registration Statement”).
The net proceeds from the sale of the Notes were approximately €544.2 million after deducting the underwriters’ discount
but before other expenses, and will be used for general corporate purposes.
The Notes are governed by an indenture,
dated as of September 25, 2007 (the “Indenture”), among TEGSA, as issuer, TE Connectivity, as guarantor, and Deutsche
Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by the Sixteenth Supplemental Indenture, dated
as of February 14, 2020 (the “Sixteenth Supplemental Indenture”), among TEGSA, as issuer, TE Connectivity, as guarantor,
and the Trustee. The Trustee will receive customary fees in connection therewith. The Notes are fully and unconditionally guaranteed
as to payment on an unsecured senior basis by TE Connectivity (the “Guarantee”). The Notes are TEGSA’s unsecured
senior obligations and rank equally in right of payment with all of its existing and future senior debt, and senior to any subordinated
indebtedness that TEGSA may incur.
Prior to November 14, 2024 (three months
prior to the maturity date) (the “par call date”), TEGSA may redeem the Notes, in whole or in part, at its option at
any time at a make-whole redemption price equal to the greater of 100% of the principal amount of the Notes to be redeemed and
a make-whole amount based on a discount rate equal to the Comparable Government Bond Rate (as defined in the Sixteenth Supplemental
Indenture) discounted on an annual basis (ACTUAL/ACTUAL (ICMA)) plus 15 basis points, plus accrued and unpaid interest, if any,
to, but excluding, the redemption date. On or after the par call date, TEGSA may redeem the Notes, in whole or in part, at its
option at any time at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid
interest, to, but excluding, the redemption date. TEGSA may also redeem all, but not less than all, of the Notes in the event of
certain tax changes affecting such Notes. TEGSA shall provide notice of redemption not less than 10 days, but not more than 90
days, prior to the date of redemption.
The Indenture limits TEGSA’s ability
to create liens to secure certain indebtedness without also securing the Notes and limits its ability to enter into sale and lease-back
transactions. The Indenture also limits TEGSA’s and TE Connectivity’s ability to consolidate, merge or transfer all
or substantially all of their assets. These covenants are subject to a number of qualifications and exceptions.
If TE Connectivity experiences a change
of control and, as a result of that change of control, the Notes are rated below investment grade by at least two of Standard &
Poor’s Financial Services LLC, Moody’s Investors Service, Inc. and Fitch Ratings, Ltd. (or the equivalent
under any successor rating categories of Standard & Poor’s, Moody’s or Fitch’s, respectively), and TEGSA
has not redeemed the Notes, TEGSA will offer to repurchase all of the Notes at a price equal to 101% of the principal amount, plus
accrued and unpaid interest to the repurchase date.
The following are events of default under
the Indenture with respect to the Notes:
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default
in the payment of any installment of interest upon the Notes, and continuance of such default for a period of 30 days; or
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default
in the payment of all or any part of the principal of or premium, if any, on the Notes; or
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default
in the performance, or breach, of any covenant or agreement of TE Connectivity or TEGSA in respect of the Notes and the Guarantee
(other than the failure to comply with any covenant or agreement to file with the trustee the information filed or required to
be filed with the Securities and Exchange Commission or a default or breach specifically dealt with elsewhere), and continuance
of such default or breach for a period of 90 days; or
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the
Guarantee of the Notes shall for any reason cease to be, or shall for any reason be asserted in writing by TE Connectivity or
TEGSA not to be, in full force and effect and enforceable in accordance with its terms except to the extent contemplated by the
Indenture and the Guarantee; or
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a
court shall enter a decree or order for relief in respect of TEGSA or TE Connectivity in an involuntary case under any applicable
bankruptcy, insolvency or other similar law, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive
days; or
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TEGSA
or TE Connectivity shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law; or
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an
event of default shall happen and be continuing with respect to TEGSA’s or TE Connectivity’s indebtedness for borrowed
money under any indenture or other instrument evidencing or under which TEGSA or TE Connectivity shall have a principal amount
outstanding in excess of $100,000,000 and such event of default shall involve the failure to pay the principal of such indebtedness
on the final maturity date thereof after expiration of any grace period or in certain circumstances involving acceleration of
the indebtedness such that the principal shall become due and payable prior to the date on which it otherwise would be due and
payable.
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The foregoing descriptions of the Indenture
and the Sixteenth Supplemental Indenture do not purport to be complete and are qualified in their entirety by reference to the
full text of the Indenture which was filed as Exhibit 4.1(a) to TE Connectivity’s Annual Report on Form 10-K
for the fiscal year ended September 28, 2007, filed on December 14, 2007, and to the full text of the Sixteenth Supplemental
Indenture, which is filed as Exhibit 4.1 hereto. Each of the foregoing documents is incorporated by reference herein.