Item 8.01. Other Events.
On March 6, 2023, Avnet, Inc. ("Avnet" or the "Company") priced a public
offering of $500 million in aggregate principal amount of 6.250% Notes due 2028
(the "Notes"). Avnet expects to use the net proceeds from the offering to repay
amounts owed under the Company's senior unsecured revolving credit facility and
the Company's accounts receivable securitization program and for general
corporate purposes.
The offering was made pursuant to an Underwriting Agreement, dated March 6,
2023, by and among the Company and the representatives of the several
underwriters listed therein, in an offering registered on a Registration
Statement on Form S-3 (File No. 333-262379), which was filed with the Securities
and Exchange Commission on January 28, 2022. The Notes are being issued pursuant
to an Indenture, dated as of June 22, 2010, by and between the Company and
Computershare Trust Company, National Association, as successor to Wells Fargo
Bank, National Association, as trustee, and an Officers' Certificate (which
includes the form of Note as an exhibit) setting forth the terms of the Notes
(the "Officers' Certificate"). Copies of the Underwriting Agreement and the form
of Officers' Certificate are filed herewith as Exhibit 1.1 and Exhibit 4.1
respectively, and are incorporated herein by reference. The Notes will accrue
interest from the date of their issuance at a rate of 6.250%. The Notes will
rank equally with all of the Company's other existing and future unsecured
obligations. The offering of the Notes is expected to close on March 9, 2023.
The above description of the Underwriting Agreement and the Notes is qualified
in its entirety by reference to the Underwriting Agreement and the forms of
Officers' Certificate and the Note filed as exhibits hereto, which exhibits are
incorporated by reference herein.
The legality opinion of Michael R. McCoy, Senior Vice President, General Counsel
and Chief Legal Officer of the Company, relating to the issuance of the Notes,
is filed herewith as Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following materials are attached as exhibits to this Current Report on Form
8-K:
Exhibit
No. Description
1.1 Underwriting Agreement, dated as of March 6, 2023, by and among
Avnet, Inc. and the representatives of the several underwriters listed
therein.
4.1 Form of Officers' Certificate setting forth the terms of the 6.250%
Notes due 2028.
4.2 Form of 6.250% Notes due 2028 (included as Exhibit A to Exhibit 4.1)
5.1 Opinion of Michael R. McCoy, Esq. with respect to the legality of
the 6.250% Notes due 2028.
23.1 Consent of Michael R. McCoy, Esq. (included in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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