| Explanation of
Responses: |
| (1) |
On June 22, 2020, Anixter
International, Inc. (the "Issuer") was acquired by WESCO
International, Inc. ("WESCO") pursuant to the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of January 10, 2020, by
and among the Issuer, WESCO and Warrior Merger Sub, Inc., a wholly
owned subsidiary of WESCO (the "Merger"). |
| (2) |
Includes 95,374 restricted
common stock units. |
| (3) |
Pursuant to the Merger
Agreement, at the effective time of the Merger (the "Effective
Time"), each outstanding share of Issuer common stock (subject to
limited exceptions) converted into the right to receive (i) $72.82
in cash, without interest, as adjusted pursuant to the Merger
Agreement (the "Cash Consideration"), (ii) 0.2397 shares of common
stock of WESCO (the "Common Stock Consideration") and (iii) 0.6356
depositary shares (the "Preferred Stock Consideration"), each
representing a 1/1,000th interest in a share of newly issued
fixed-rate reset cumulative perpetual WESCO preferred stock, Series
A, $25,000 stated amount per whole preferred share (the "WESCO
Series A Preferred Stock" and, collectively with the Cash
Consideration and the Common Stock Consideration, the "Merger
Consideration"). |
| (4) |
Pursuant to the Merger
Agreement, immediately prior to the Effective Time, each
outstanding restricted common stock unit granted prior to January
10, 2020 became fully vested (in the case of any performance-based
restricted stock units, with the level of achievement of
performance-based vesting criteria measured in accordance with the
terms of the applicable award agreement) and was cancelled in
exchange for the right to receive, in consideration of and in full
settlement thereof, in respect of each share of Issuer common stock
underlying such award, a cash payment (without interest) equal to
the value of the Merger Consideration. Each outstanding restricted
common stock unit granted on or after January 10, 2020 was
converted into a cash-settled WESCO phantom stock unit. |
| (5) |
These shares of Common Stock
are beneficially owned by Samuel Zell Revocable Trust, an Illinois
revocable trust of which Mr. Zell is the beneficiary and sole
trustee ("Zell Trust"). |
| (6) |
Samstock/SZRT, L.L.C. is a
Delaware limited liability company whose sole member is Zell Trust.
Mr. Zell is the sole trustee and beneficiary of Zell
Trust. |
| (7) |
Mr. Zell disclaims
beneficial ownership of the reported securities except to the
extent, if any, of its or his pecuniary interest therein, and this
report shall not be deemed an admission that Mr. Zell is the
beneficial owner of the reported securities for purposes of Section
16 of the Securities Exchange Act of 1934, as amended, or for any
other purpose. |
| (8) |
KMJZ Investments, L.L.C., a
Delaware limited liability company, is owned by various trusts
established for the benefit of Mr. Zell and members of his family
(collectively, the "Zell Family"). The trustee of such trusts is
Chai Trust Company, L.L.C., an Illinois limited liability company
("Chai Trust"). Mr. Zell is not an officer or director of Chai
Trust and does not have voting or dispositive power over such
shares. |
| (9) |
Samstock/Alpha, L.L.C. is a
Delaware limited liability company whose sole member is a
partnership owned by various trusts established for the benefit of
the Zell Family, the trustee of which is Chai Trust. Mr. Zell is
not an officer or director of Chai Trust and does not have voting
or dispositive power over such shares. |
| (10) |
Samstock/SIT, L.L.C. is a
Delaware limited liability company whose sole member is a trust
established for the benefit of the Zell Family, the trustee of
which is Chai Trust. Mr. Zell is not an officer or director of Chai
Trust and does not have voting or dispositive power over such
shares. |
| (11) |
Samstock/ZFT, L.L.C. is a
Delaware limited liability whose sole member is a partnership owned
by various trusts established for the benefit of the Zell Family,
the trustee of which is Chai Trust. Mr. Zell is not an officer or
director of Chai Trust and does not have voting or dispositive
power over such shares. |
| (12) |
SZ Intervivos QTIP Trust is
a trust organized in Illinois established for the benefit of the
Zell Family and the Zell Family Foundation. The trustee of SZ
Intervivos QTIP Trust is Chai Trust. Mr. Zell is not an officer or
director of Chai Trust and does not have voting or dispositive
power over such shares. |
| (13) |
These shares of Common Stock
are owned by the Helen Zell Revocable Trust ("HZRT"). Mr. Zell's
spouse, Helen Zell, is the trustee of HZRT. |
| (14) |
KZ 2007 Holdings, L.L.C. is
a Delaware limited liability company ("KZ Holdings") whose sole
member is KZ 2007 Trust, a trust organized in Illinois ("KZ
Trust"). Chai Trust is the trustee of KZ Trust. In such capacity,
Chai Trust may be deemed to beneficially own the shares Common
Stock held directly by KZ Holdings. |
| (15) |
MZ 2007 Holdings, L.L.C. is
a Delaware limited liability company ("MZ Holdings") whose sole
member is MZ 2007 Trust, a trust organized in Illinois ("MZ
Trust"). Chai Trust is the trustee of MZ Trust. In such capacity,
Chai Trust may be deemed to beneficially own the shares Common
Stock held directly by MZ Holdings. |
| (16) |
JZ 2007 Holdings, L.L.C. is
a Delaware limited liability company ("JZ Holdings") whose sole
member is JZ 2007 Trust, a trust organized in Illinois ("JZ
Trust"). Chai Trust is the trustee of JZ Trust. In such capacity,
Chai Trust may be deemed to beneficially own the shares Common
Stock held directly by JZ Holdings. |
