Item 1.01 Entry into a Material Definitive Agreement
On January 9, 2019, Amphenol Corporation (the Company) issued and sold $500,000,000 aggregate principal amount of its 4.350% Senior Notes due 2029 (the Notes) pursuant to the Companys Registration Statement on Form S-3 (No. 333-216789), including the related Prospectus dated March 17, 2017, as supplemented by the Prospectus Supplement dated January 7, 2019. The Notes were sold in an underwritten public offering pursuant to an underwriting agreement, dated January 7, 2019, by and between the Company and Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several Underwriters named in Schedule A thereto.
The Notes were sold to the public at a price of 99.904% of the principal amount and the Company received net proceeds of approximately $495.0 million from the offering after deducting the underwriting discounts and estimated offering expenses. The Company intends to use the net proceeds of this offering to repay certain of its outstanding debt.
The Notes were issued pursuant to an indenture dated as of November 5, 2009 (the Indenture) between the Company and The Bank of New York Mellon, as trustee (the Trustee), and certain of the terms of the Notes were established pursuant to an Officers Certificate dated January 9, 2019 (the Officers Certificate) in accordance with the Indenture. The Indenture and Officers Certificate contain certain covenants and events of default and other customary provisions.
The Notes bear interest at a rate of 4.350% per year. Interest on the Notes is payable semi-annually on June 1 and December 1 of each year, beginning on June 1, 2019. The Company will make each interest payment to the holders of record on the immediately preceding May 15 and November 15. The Notes will mature on June 1, 2029. Prior to March 1, 2029 (three months prior to the maturity date of the Notes), the Company may redeem, at its option, some or all of the Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, plus a make-whole premium. On or after March 1, 2029 (three months prior to the maturity date of the Notes), the Company may redeem, at its option, the Notes in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption. The Notes are unsecured, unsubordinated and rank equally in right of payment with all of the Companys other unsecured unsubordinated senior indebtedness and senior obligations.
The above descriptions of the Indenture, the Officers Certificate and the Notes are qualified in their entirety by reference to the Indenture, the Officers Certificate, the Notes, which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K, and are incorporated by reference herein.
The exhibits to this Current Report on Form 8-K are hereby incorporated by reference in the Registration Statement (No. 333-216789).