FLEX LTD. Files 8-K: Material Definitive Agreement

TL;DR

FLEX LTD. signed a new material definitive agreement on Aug 19, 2024. Details to follow.

AI Summary

On August 19, 2024, FLEX LTD. entered into a Material Definitive Agreement. The filing also includes other events and financial statements and exhibits. The company, formerly known as Flextronics International Ltd., is incorporated in Singapore.

Why It Matters

This 8-K filing indicates a significant new agreement for FLEX LTD., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• FLEX LTD. (company) — Registrant
• Flextronics International Ltd. (company) — Former Company Name
• August 19, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $500,000,000 — . (the "Company") completed its sale of $500,000,000 aggregate principal amount of its 5.250

Filing Documents

• tm2420857d6_8k.htm (8-K) — 37KB
• tm2420857d6_ex1-1.htm (EX-1.1) — 253KB
• tm2420857d6_ex4-2.htm (EX-4.2) — 221KB
• tm2420857d6_ex5-1.htm (EX-5.1) — 76KB
• tm2420857d6_ex5-2.htm (EX-5.2) — 16KB
• tm2420857d6_ex1-1img001.jpg (GRAPHIC) — 3KB
• tm2420857d6_ex5-1img001.jpg (GRAPHIC) — 3KB
• tm2420857d6_ex5-2img003.jpg (GRAPHIC) — 38KB
• tm2420857d6_ex5-2img004.jpg (GRAPHIC) — 20KB
• tm2420857d6_ex5-2img005.jpg (GRAPHIC) — 20KB
• 0001104659-24-091610.txt ( ) — 1012KB
• flex-20240819.xsd (EX-101.SCH) — 3KB
• flex-20240819_lab.xml (EX-101.LAB) — 33KB
• flex-20240819_pre.xml (EX-101.PRE) — 22KB
• tm2420857d6_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On August 21, 2024, Flex Ltd. (the "Company") completed its sale of $500,000,000 aggregate principal amount of its 5.250% Notes due 2032 (the "Notes"). The offer and sale of the Notes was registered pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-281573), filed with the Securities and Exchange Commission (the "Commission") on August 15, 2024. A prospectus supplement relating to the offer and sale of the Notes was filed with the Commission on August 20, 2024. The Notes were issued under an Indenture, dated as of June 6, 2019 (the "Base Indenture") between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as successor in interest to U.S. Bank National Association, as supplemented by the Sixth Supplemental Indenture, dated as of August 21, 2024 between the Company and the Trustee (the "Sixth Supplemental Indenture" and, together with the Base Indenture, the "Indenture"). Interest on the Notes is payable on January 15 and July 15 of each year, beginning on January 15, 2025. The Notes will mature on January 15, 2032. The Company may, at its option, redeem some or all of the Notes at any time by paying the applicable redemption prices set forth in the Indenture. In addition, holders of the Notes may require the Company to repurchase their Notes upon the occurrence of a change of control repurchase event (as defined in the Indenture), unless the Company has previously exercised its right to redeem the Notes as described above. The Notes are senior unsecured obligations of the Company and rank equally with all of the Company's other existing and future senior and unsecured indebtedness. The Indenture contains certain limited covenants restricting the Company's ability to incur certain liens, enter into certain sale and leaseback transactions and merge or consolidate with any other entity or convey, transfer or lease all or substantially all of

01 Other Events

Item 8.01 Other Events. On August 19, 2024, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Barclays Capital Inc., Scotia Capital (USA) Inc., Truist Securities, Inc., and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named in Schedule 1 thereto (collectively, the "Underwriters"), pursuant to which the Company agreed to sell and the Underwriters agreed to purchase, subject to and upon the terms and conditions set forth therein, the Notes. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the respective Underwriters against certain liabilities arising out of or in connection with the sale of the Notes and for customary contribution provisions in respect of those liabilities. The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. 1.1

Underwriting

Underwriting Agreement, dated as of August 19, 2024, by and among the Company and Barclays Capital Inc., Scotia Capital (USA) Inc., Truist Securities, Inc., and U.S. Bancorp Investments, Inc., as representatives of the underwriters named in Schedule 1 thereto 4.1 Indenture, dated as of June 6, 2019, by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Commission on June 6, 2019) (SEC File No. 000-23354) 4.2 Sixth Supplemental Indenture, dated as of August 21, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as trustee 4.3 Form of 5.250% Global Note due 2032 (included in Exhibit 4.2) 5.1 Opinion of Allen & Gledhill LLP 5.2 Opinion of Venable LLP 23.1 Consent of Allen & Gledhill LLP (included in Exhibit 5.1) 23.2 Consent of Venable LLP (included in Exhibit 5.2) 104 Cover Page Interactive Data File (formatted as Inline XBRL) 3

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: August 21, 2024 By: /s/ Jaime Martinez Name: Jaime Martinez Title: Interim Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR