Amphenol Corp Enters Material Definitive Agreement

TL;DR

Amphenol just signed a big deal, expect financial moves.

AI Summary

On April 5, 2024, Amphenol Corporation entered into a material definitive agreement, creating a direct financial obligation. The filing details this agreement and related financial obligations, with the company's principal executive offices located at 358 Hall Ave, Wallingford, CT.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Amphenol Corporation, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and new financial obligations can introduce financial risks and operational changes that warrant investor attention.

Key Players & Entities

• Amphenol Corporation (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• 358 Hall Avenue, Wallingford, Connecticut 06492 (address) — Principal executive offices
• April 5, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.001 — ich registered Class A Common Stock, $0.001 par value per share APH New York St
• $450,000,000 — oration (the "Company") issued and sold $450,000,000 aggregate principal amount of the Compa
• $600,000,000 — r Notes due 2029 (the "2029 Notes") and $600,000,000 aggregate principal amount of the Compa
• $1,486.6 million — ayable by the Company, of approximately $1,486.6 million. Absent a special mandatory redemption,

Filing Documents

• tm2410279d2_8k.htm (8-K) — 37KB
• tm2410279d2_ex4-2.htm (EX-4.2) — 190KB
• tm2410279d2_ex4-3.htm (EX-4.3) — 39KB
• tm2410279d2_ex4-4.htm (EX-4.4) — 39KB
• tm2410279d2_ex4-5.htm (EX-4.5) — 39KB
• tm2410279d2_ex5-1.htm (EX-5.1) — 18KB
• tm2410279d2_ex5-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-044291.txt ( ) — 615KB
• aph-20240405.xsd (EX-101.SCH) — 3KB
• aph-20240405_lab.xml (EX-101.LAB) — 33KB
• aph-20240405_pre.xml (EX-101.PRE) — 22KB
• tm2410279d2_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On April 5, 2024, Amphenol Corporation (the "Company") issued and sold $450,000,000 aggregate principal amount of the Company's 5.050% Senior Notes due 2027 (the "2027 Notes"), $450,000,000 aggregate principal amount of the Company's 5.050% Senior Notes due 2029 (the "2029 Notes") and $600,000,000 aggregate principal amount of the Company's 5.250% Senior Notes due 2034 (the "2034 Notes" and, together with the 2027 Notes and 2029 Notes, the "Notes") pursuant to the Company's Registration Statement on Form S-3 (No. 333-270605), including the related prospectus dated March 16, 2023, as supplemented by the prospectus supplement dated April 2, 2024. The Notes were sold in an underwritten public offering pursuant to an underwriting agreement, dated April 2, 2024, by and between the Company and BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and TD Securities (USA) LLC , as representatives of the several Underwriters named in Schedule A thereto. The Company received net proceeds from the offering, after deducting the underwriting discounts and estimated offering expenses payable by the Company, of approximately $1,486.6 million. Absent a special mandatory redemption, the Company intends to use the net proceeds from the offering of the Notes, together with a combination of cash on hand and other debt financing, to pay the cash consideration for the Company's pending acquisition of the Carlisle Interconnect Technologies business of Carlisle Companies Incorporated (the "CIT Acquisition"), the payment of fees and expenses related thereto and, to the extent that the net proceeds from this offering are not used for such purposes, for general corporate purposes. If a special mandatory redemption event occurs, the Company will be required to redeem the Notes of each series in a special mandatory redemption, as further described below. The Notes were issued pursuant to an indenture dated as

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The foregoing terms and conditions of the Indenture, the Officers' Certificate and, as applicable, the 2027 Notes, 2029 Notes and 2034 Notes described in Item 1.01 of this Current Report on Form 8-K are incorporated by reference herein.

01

Item 9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 4.1 Indenture, dated as of March 16, 2023, between Amphenol Corporation and U.S. Bank Trust Company, National Association, as trustee (filed as Exhibit 4.1 to the Form S-3 filed on March 16, 2023) 4.2 Officers' Certificate, dated April 5, 2024, establishing each series of the Notes pursuant to the Indenture 4.3 Form of Global Note for the 2027 Notes 4.4 Form of Global Note for the 2029 Notes 4.5 Form of Global Note for the 2034 Notes 5.1 Opinion of Latham & Watkins LLP regarding the legality of the Notes issued by Amphenol Corporation 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) SIGNATURE 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. AMPHENOL CORPORATION By: /s/ Craig A. Lampo Craig A. Lampo Senior Vice President and Chief Financial Officer Date: April 5, 2024