Amphenol Corp Enters Material Definitive Agreement

TL;DR

Amphenol just signed a big deal, could be debt or something else financial.

AI Summary

On October 31, 2024, Amphenol Corporation entered into a material definitive agreement, likely related to a financial obligation. The filing indicates the creation of a direct financial obligation or an off-balance sheet arrangement for the registrant. Specific details of the agreement, including the nature of the obligation and any associated dollar amounts or parties, are not fully disclosed in this summary.

Why It Matters

This filing signals a significant financial commitment or arrangement for Amphenol Corporation, which could impact its balance sheet and future financial flexibility.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a direct financial obligation, which inherently carries financial risk that is not fully detailed.

Key Players & Entities

• Amphenol Corporation (company) — Registrant
• October 31, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Class A Common Stock, $0.001 par value per share APH New York St
• $250,000,000 — oration (the "Company") issued and sold $250,000,000 aggregate principal amount of the Compa
• $750,000,000 — due 2027 (the "Additional 2027 Notes"), $750,000,000 aggregate principal amount of the Compa
• $500,000,000 — r Notes due 2035 (the "2035 Notes") and $500,000,000 aggregate principal amount of the Compa
• $450,000,000 — 5.050% Senior Notes due 2027, of which $450,000,000 aggregate principal amount was issued o
• $1,477.4 million — ayable by the Company, of approximately $1,477.4 million. The Company intends to use the net pro

Filing Documents

• tm2427206d1_8k.htm (8-K) — 39KB
• tm2427206d1_ex4-3.htm (EX-4.3) — 152KB
• tm2427206d1_ex4-4.htm (EX-4.4) — 38KB
• tm2427206d1_ex4-5.htm (EX-4.5) — 39KB
• tm2427206d1_ex4-6.htm (EX-4.6) — 39KB
• tm2427206d1_ex5-1.htm (EX-5.1) — 20KB
• tm2427206d1_ex5-1img001.jpg (GRAPHIC) — 5KB
• tm2427206d1_ex5-1img002.jpg (GRAPHIC) — 3KB
• tm2427206d1_ex5-1img003.jpg (GRAPHIC) — 3KB
• 0001104659-24-113098.txt ( ) — 582KB
• aph-20241031.xsd (EX-101.SCH) — 3KB
• aph-20241031_lab.xml (EX-101.LAB) — 33KB
• aph-20241031_pre.xml (EX-101.PRE) — 22KB
• tm2427206d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On October 31, 2024, Amphenol Corporation (the "Company") issued and sold $250,000,000 aggregate principal amount of the Company's 5.050% Senior Notes due 2027 (the "Additional 2027 Notes"), $750,000,000 aggregate principal amount of the Company's 5.000% Senior Notes due 2035 (the "2035 Notes") and $500,000,000 aggregate principal amount of the Company's 5.375% Senior Notes due 2054 (the "2054 Notes" and, together with the Additional 2027 Notes and 2035 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 October 28, 2024. The Additional 2027 Notes constitute a further issuance of the Company's 5.050% Senior Notes due 2027, of which $450,000,000 aggregate principal amount was issued on April 5, 2024 (the "Existing 2027 Notes" and, together with the Additional 2027 Notes, the "2027 Notes") and form a single series with, and have the same terms (other than the issue date, the issue price and the first interest payment date) as the Existing 2027 Notes. The Additional 2027 Notes have the same CUSIP number and trade interchangeably with the Existing 2027 Notes. The Notes were sold in an underwritten public offering pursuant to an underwriting agreement, dated October 28, 2024, by and between the Company and Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc. and HSBC Securities (USA) Inc. , 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 $1,477.4 million. The Company intends to use the net proceeds from the offering of the Notes, together with cash on hand, to pay the cash consideration for the Company's pending acquisition of the Outdoor Wireless

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' Certificates and, as applicable, the Additional 2027 Notes, 2035 Notes and 2054 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 the 2027 Notes pursuant to the Indenture (filed as Exhibit 4.2 to the Current Report on Form 8-K filed on April 5, 2024) 4.3 Officers' Certificate, dated October 31, 2024, establishing the 2035 Notes and the 2054 Notes pursuant to the Indenture 4.4 Form of Global Note for the2027 Notes 4.5 Form of Global Note for the 2035 Notes 4.6 Form of Global Note for the 2054 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: October 31, 2024