Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 18, 2023

FLEX LTD.

(Exact Name of Registrant as Specified in Its Charter)


Singapore	0-23354	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2 Changi South Lane, Singapore		486123
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (65) 6876-9899

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, No Par Value	FLEX	The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐

Item 8.01 Other Events.

On December 18, 2023, Flex Ltd. (the “Company”) announced that the High Court of Singapore approved the capital reduction to be carried out by the Company pursuant to Section 78G of the Singapore Companies Act (the “Capital Reduction”), in order to effect the distribution in specie of all of the shares of common stock, par value $0.001 per share (“Yuma Common Stock”), of Yuma, Inc. (“Yuma”) to the shareholders of the Company on a pro rata basis based on the number ordinary shares of the Company (each, an “Ordinary Share”) held by each shareholder of the Company (the “Distribution”) as of the record date of the Distribution pursuant to that certain Agreement and Plan of Merger by and among Nextracker Inc. (“Nextracker”), the Company, Yuma and Yuma Acquisition Corp. (“Merger Sub”), dated as of February 7, 2023 (the “Merger Agreement”). The Company has set the record date for the Distribution as December 29, 2023 (the “Distribution Record Date”).

The Company expects to effect the Distribution on January 2, 2024. Immediately following the Distribution, each holder of Ordinary Shares will hold one share of Yuma Common Stock for each Ordinary Share held by such holder as of the Distribution Record Date.

On the same day as and immediately following the Distribution, the Company and Nextracker expect, on the terms and subject to the conditions set forth in the Merger Agreement, to effect the merger of Yuma with and into Merger Sub, with Yuma surviving the merger as a wholly-owned subsidiary of Nextracker (the “Merger”). As a result of the Merger, each share of Yuma Common Stock issued and outstanding as of immediately prior to the closing of the Merger will be automatically converted into the right to receive a number of shares of Class A common stock, par value $0.0001, of Nextracker (“Nextracker Class A Common Stock”) based on an exchange ratio set forth in the Merger Agreement (with cash payments to holders of shares of Yuma Common Stock in lieu of any fractional shares of Nextracker Class A Common Stock in accordance with the terms of the Merger Agreement).

As a result, the Company expects the Merger to close on or around January 2, 2024. The Merger will become effective upon the filing of the certificate of merger with the Delaware Secretary of State or at such later time as may be agreed by the Company and Nextracker in writing and specified in the certificate of merger for the Merger.

A copy of the press release is furnished with this report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.
99.1			Press release, dated December 18 , 2023, issued by Flex Ltd.
104			Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		FLEX LTD.


Date: December 18, 2023

	By:
		Name: Title:	Paul R. Lundstrom Chief Financial Officer

EXHIBIT 99.1

PRESS RELEASE

FLEX ANNOUNCES RECORD AND DISTRIBUTION DATES FOR NEXTRACKER SPIN-OFF AND RELATED SINGAPORE HIGH COURT APPROVAL

Austin, Texas, December 18, 2023 – Flex (NASDAQ: FLEX) today announced that it has declared December 29, 2023 as the record date for its previously announced spin-off of all of its remaining interest in Nextracker Inc. (“Nextracker”) to Flex shareholders on a pro rata basis and January 2, 2024 as the distribution date for the spin-off.

The spin-off will be effected pursuant to a distribution of shares of the common stock of Yuma Inc., a wholly-owned subsidiary of Flex (“Yuma”), to the holders of Flex ordinary shares, with each Flex shareholder as of the record date receiving one share of Yuma common stock for each Flex ordinary share held. Immediately following the distribution, Yuma will merge with and into a wholly-owned subsidiary of Nextracker. As consideration in the merger, Flex shareholders are expected to receive approximately 0.17 shares of Nextracker Class A common stock for every share of Yuma common stock held as of immediately prior to the merger. Flex shareholders will receive cash in lieu of fractional shares. Flex expects both the distribution and the merger to be completed on January 2, 2024.

Earlier today, Flex obtained the approval of the High Court of Singapore necessary to complete the distribution of Yuma common stock to Flex shareholders under applicable Singapore law.

As previously disclosed, Flex shareholders have approved the distribution of Yuma common stock at an extraordinary general meeting of Flex shareholders held on November 20, 2023. Accordingly, no further action is required by Flex shareholders in order to approve the distribution or receive shares of Nextracker Class A common stock.

The distribution and the merger will be effected pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), entered into by Flex and Nextracker on February 7, 2023, and disclosed in connection with Nextracker’s previously completed initial public offering. The dates set forth above may be delayed subject to satisfaction or waiver of the conditions set forth in the Merger Agreement.

Flex shareholders are urged to consult their financial and tax advisors regarding the particular consequences of the distribution and merger in their situation, including the applicability and effect of any U.S. federal, state, local and non-U.S. tax laws.

Information regarding the distribution and merger can be found in the Registration Statement on Form S-4 filed by Nextracker with the Securities and Exchange Commission (“SEC”) on October 25, 2023 and declared effective on October 27, 2023, and in other documents that Flex and Nextracker file with the SEC.

Advisors

J.P. Morgan Securities LLC is serving as Flex’s financial advisor and Sidley Austin LLP is serving as Flex’s legal advisor in connection with the spin-off.

About Flex

Flex (Reg. No. 199002645H) is the manufacturing partner of choice that helps a diverse customer base design and build products that improve the world. Through the collective strength of a global workforce across 30 countries and responsible, sustainable operations, Flex delivers technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets.

Contacts

Investors & Analysts

David Rubin

Vice President, Investor Relations

(408) 577-4632

David.Rubin@flex.com

Media & Press

Yvette Lorenz

Director, Corporate PR and Executive Communications

(415) 225-7315

Yvette.Lorenz@flex.com

Forward-Looking Statements

This communication contains certain statements about Flex and Nextracker that are forward-looking statements. Forward-looking statements are based on current expectations and assumptions regarding Flex’s and Nextracker’s respective businesses, the economy and other future conditions. In addition, the forward-looking statements contained in this communication may include statements about the expected effects on Flex and Nextracker of the proposed business combination and related transactions (the “Transactions”) involving Flex and Nextracker, the anticipated timing and benefits of the Transactions, Flex’s and Nextracker’s respective anticipated financial results, and all other statements in this communication that are not historical facts. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and are detailed more fully in Flex’s and Nextracker’s respective periodic reports filed from time to time with the SEC, the Registration Statement referred to above, and other documents filed by Flex or Nextracker, as applicable, with the SEC. Such uncertainties, risks and changes in circumstances could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and neither Flex nor Nextracker undertakes any obligation to update publicly such statements to reflect subsequent events or circumstances, except to the extent required by applicable securities laws. Investors should not put undue reliance on forward-looking statements.

Cover Document	Dec. 18, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 18, 2023
Entity File Number	0-23354
Entity Registrant Name	FLEX LTD.
Entity Central Index Key	0000866374
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	U0
Entity Address, Address Line One	2 Changi South Lane
Entity Address, City or Town	Singapore
Entity Address, Country	SG
Entity Address, Postal Zip Code	486123
City Area Code	65
Local Phone Number	6876-9899
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares, No Par Value
Trading Symbol	FLEX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false