FLEX LTD. Reports Material Agreement & Asset Transaction

TL;DR

**FLEX LTD. just closed a big deal, likely selling or buying assets, which could shake up their business.**

AI Summary

FLEX LTD. filed an 8-K on January 2, 2024, to report an "Entry into a Material Definitive Agreement" and "Completion of Acquisition or Disposition of Assets." This indicates a significant business transaction has occurred, likely involving the sale or purchase of assets, which could impact the company's financial structure and future operations. Investors should pay attention as such events can alter revenue streams, cost structures, and overall strategic direction, potentially affecting stock valuation.

Why It Matters

This filing signals a major strategic move by FLEX LTD., which could reshape its business portfolio and financial performance, directly influencing shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates a material transaction without disclosing specifics, creating uncertainty about its financial impact and strategic implications.

Analyst Insight

Investors should monitor subsequent filings or press releases from FLEX LTD. for details on the material agreement and asset transaction to understand its financial implications and strategic rationale.

Key Players & Entities

• FLEX LTD. (company) — the registrant filing the 8-K
• January 2, 2024 (date) — date of earliest event reported and filing date
• Singapore (company) — state of incorporation and principal executive offices location
• The Nasdaq Stock Market LLC (company) — exchange where FLEX Ordinary Shares are registered

FAQ

Key Financial Figures

• $0.001 — f the shares of common stock, par value $0.001 per share ("Yuma Common Stock"), of Yum
• $0 — ares of Class A common stock, par value $0.0001, of Nextracker ("Nextracker Class

Filing Documents

• flex-20240102.htm (8-K) — 42KB
• flex-8xkexh102taxmattersag.htm (EX-10.2) — 278KB
• flex-8xkexh991pr01022024pe.htm (EX-99.1) — 6KB
• image.jpg (GRAPHIC) — 4KB
• 0000866374-24-000005.txt ( ) — 497KB
• flex-20240102.xsd (EX-101.SCH) — 2KB
• flex-20240102_lab.xml (EX-101.LAB) — 23KB
• flex-20240102_pre.xml (EX-101.PRE) — 12KB
• flex-20240102_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 2, 2024, in connection with the Distribution and the Merger (both as defined in Item 2.01 below), Flex Ltd. ("Flex") entered into a tax matters agreement (the "Tax Matters Agreement") with Yuma, Inc. ("Yuma") and Nextracker Inc. ("Nextracker") immediately prior to the Distribution. The Tax Matters Agreement generally governs the rights, responsibilities and obligations of Flex, Yuma and Nextracker with respect to taxes (including taxes arising in the ordinary course of business and taxes incurred as a result of the Distribution, the internal distributions of the shares of Yuma Common Stock (as defined in Item 2.01 below) from Flextronics International USA, Inc. to Flex through a chain of Flex's wholly-owned subsidiaries (together with the Distribution, the "Distributions"), the Merger and the merger of Yuma with and into a wholly-owned limited liability company subsidiary of Nextracker ("Nextracker Merger Sub"), with Nextracker Merger Sub surviving the merger as a wholly-owned subsidiary of Nextracker, to be undertaken shortly following the completion of the Merger (together with the Merger, the "Mergers")), tax attributes, tax returns, tax contests and certain other matters. Under the Tax Matters Agreement, Yuma will be liable for any taxes that are reportable on returns that include only Yuma and/or its subsidiaries (but not Flex or any of its subsidiaries) for all tax periods whether before or after the Distribution. Flex will be liable for any taxes that are reportable on returns that include only Flex and/or its subsidiaries (but not Yuma or any of its subsidiaries) for all tax periods whether before or after the Distribution. Yuma will also be liable for any taxes that are attributable to the Nextracker business, as reasonably determined by Flex, that are reportable on returns that include Yuma and/or its subsidiaries, on the one hand, and Flex and/or its subsidiaries, on the other hand, for an

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On January 2, 2024, Flex completed the previously announced distribution in specie of all of the shares of common stock, par value $0.001 per share ("Yuma Common Stock"), of Yuma to the shareholders of Flex on a pro rata basis based on the number ordinary shares of Flex (each, an "Ordinary Share") held by each shareholder of Flex (the "Distribution") as of December 29, 2023, which was the record date of the Distribution, pursuant to that certain Agreement and Plan of Merger by and among Nextracker, Flex, Yuma and Yuma Acquisition Corp. ("Merger Sub"), dated as of February 7, 2023 (the "Merger Agreement"). Immediately thereafter, on January 2, 2024, Flex completed the merger of Yuma with and into Merger Sub, with Yuma surviving the merger as a wholly-owned subsidiary of Nextracker (the "Merger") and the Merger became effective upon the filing of the certificate of merger with the Delaware Secretary of State. Pursuant to the Merger Agreement, 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 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 of 0.174185, which is equal to the quotient of (i) 74,432,619, which was the number of shares of Nextracker Class A Common Stock held by Yuma and Yuma Subsidiary, Inc., a wholly-owned subsidiary of Yuma ("Yuma Sub") (assuming the exchange by Yuma and Yuma Sub of all the common units of Nextracker LLC ("Nextracker LLC Common Units"), together with a corresponding number of shares of Class B common stock, par value $0.0001, of Nextracker ("Nextracker Class B Common Stock"), held by Yuma and Yuma Sub for shares of Nextracker Class A Common Stock) divided by (ii) 427,320,196, which was the number of issued and outstanding shares of Yuma Common Stock as

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 2, 2024, Flex issued a press release announcing, among other matters, the completion of the Distribution and the Merger. A copy of the press release is furnished with this report as Exhibit 99.1. The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. 10.1 Agreement and Plan of Merger, by and among Flex Ltd., Yuma, Inc., Nextracker Inc. and Yuma Acquisition Corp., dated as of February 7, 2023 (incorporated by reference to Exhibit 10.1 to Flex's Current Report on Form 8-K filed on February 13, 2023) 10.2 Tax Matters Agreement, by and among Flex Ltd., Yuma, Inc. and Nextracker Inc., dated as of January 2 , 2024 99.1 Press release, dated Jan uary 2 , 202 4 , issued by Flex Ltd. 104 Cover Page Interactive Data File (formatted as Inline XBRL) 4

SIGNATURES

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: January 2, 2024 By: /s/ Paul R. Lundstrom Name: Title: Paul R. Lundstrom Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR