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SAN JOSE, Calif.–(BUSINESS WIRE)–Flex (Nasdaq: FLEX) today announced that it has commenced a cash tender
offer (the “Tender Offer”) for any and all of its outstanding 4.625%
Notes due 2020 (the “2020 Notes”). The Tender Offer is being made on the
terms and subject to the conditions set forth in the Offer to Purchase
dated May 30, 2019 (the “Offer to Purchase”) and the related letter of
transmittal and notice of guaranteed delivery (collectively, the “Offer

The Tender Offer will expire at 5:00 p.m., New York City time, on June
5, 2019, unless extended or earlier terminated as described in the Offer
to Purchase (such time and date, as they may be extended, the
“Expiration Time”). Holders of the 2020 Notes (“Holders”) may withdraw
their validly tendered 2020 Notes as described below. Holders are urged
to read the Offer Documents carefully before making any decision with
respect to the Tender Offer.

Certain information regarding the 2020 Notes and the Tender Offer
Consideration is set forth in the table below.

Title of Security   CUSIP / ISIN Nos.   Principal Amount
  U.S. Treasury
Reference Security
Reference Page
4.625% Notes
due 2020
  33938E AQ0 /
  $500,000,000   1.375% UST due
February 15, 2020
  FIT3   +50 bps

The “Tender Offer Consideration” for each $1,000 principal amount of the
2020 Notes validly tendered and accepted for purchase pursuant to the
Tender Offer will be determined in the manner described in the Offer to
Purchase by reference to the fixed spread for the 2020 Notes specified
above plus the yield to maturity based on the bid-side price of the U.S.
Treasury Reference Security specified above, as quoted on the Bloomberg
Bond Trader FIT3 series of pages, at 2:00 p.m., New York City time, on
June 5, 2019, the date on which the Tender Offer is currently scheduled
to expire.

Holders will also receive accrued and unpaid interest on the 2020 Notes
validly tendered and accepted for purchase from the February 15, 2019
interest payment date up to, but not including, the date on which Flex
makes payment for such 2020 Notes, which date is anticipated to be June
6, 2019.

Holders who validly tender (and do not validly withdraw) their 2020
Notes at or prior to the Expiration Time or pursuant to the guaranteed
delivery procedures described in the Offer Documents, will be eligible
to receive in cash the Tender Offer Consideration.

Holders who validly tender their 2020 Notes may validly withdraw their
tendered 2020 Notes at any time prior to the earlier of (i) the
Expiration Time and (ii) if the Tender Offer is extended, the 10th
business day after commencement of the Tender Offer. Notes may also be
validly withdrawn at any time after the 60th business day after
commencement of the Tender Offer if for any reason the Tender Offer has
not been consummated by that date.

The Tender Offer is subject to the satisfaction or waiver of certain
conditions, including the successful completion by Flex of an offering
(the “Offering”) of new senior notes on terms satisfactory to Flex in
its sole discretion, generating net proceeds in an amount that is
sufficient to effect the repurchase of the 2020 Notes validly tendered
and accepted for purchase pursuant to the Tender Offer and the
redemption, in accordance with the terms of the indenture governing the
2020 Notes, of all 2020 Notes remaining outstanding after the Tender
Offer, including the payment of any premiums, accrued interest and costs
and expenses incurred in connection with the foregoing. If any 2020
Notes remain outstanding after the consummation of the Tender Offer,
Flex expects (but is not obligated) to redeem such 2020 Notes in
accordance with the terms and conditions set forth in the related
indenture. The Offering is not conditioned on the completion of the
Tender Offer.

The Company has engaged J.P. Morgan Securities LLC, Citigroup Global
Markets Inc. and BNP Paribas Securities Corp. to act as dealer managers
(collectively, the “Dealer Managers”) in connection with the Tender
Offer, and has appointed D.F. King & Co., Inc. (“DF King”) to serve as
the tender agent and information agent for the Tender Offer. Copies of
the Offer Documents are available via the Tender Offer website at
or by contacting DF King in New York via email at [email protected]
or via telephone at (212) 269-5550 (banks and brokers) or (800) 967-4607
(all others). Questions regarding the terms of the Tender Offer should
be directed to J.P. Morgan Securities LLC at (212) 834-8553 (collect) or
(866) 834-4666 (toll-free), Citigroup Global Markets Inc. at (212)
723-6106 (collect) or (800) 558-3745 (toll-free) or BNP Paribas
Securities Corp. at (212) 841-3059 (collect) or (888) 210-4358

None of Flex, its board of directors, the Dealer Managers, DF King or
the trustee for the 2020 Notes, or any of their respective affiliates,
is making any recommendation as to whether Holders should tender any
2020 Notes in response to the Tender Offer. Holders must make their own
decision as to whether to tender any of their 2020 Notes and, if so, the
principal amount of 2020 Notes to tender.

This press release is neither an offer to purchase nor a solicitation of
an offer to sell any of the 2020 Notes, or an offer to sell or a
solicitation of an offer purchase the new notes pursuant to the Offering
nor is it a solicitation for acceptance of the Tender Offer, nor shall
it constitute a notice of redemption under the indenture governing the
2020 Notes. Flex is making the Tender Offer only by, and pursuant to the
terms of, the Offer Documents. The Tender Offer is not being made in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such

About Flex

Flex Ltd. (Reg. No. 199002645H) is the Sketch-to-Scale®
solutions provider that designs and builds intelligent products
globally. With approximately 200,000 employees across 30 countries, Flex
provides innovative design, engineering, manufacturing, real-time supply
chain insight and logistics services to companies of all sizes across
industries and markets.

Forward-Looking Statements

This press release contains forward-looking statements within the
meaning of U.S. securities laws, including statements related to the
Offering, the Tender Offer and any potential redemption of 2020 Notes
not tendered in the Tender Offer. These forward-looking statements
involve risks and uncertainties that could cause the actual results to
differ materially from those anticipated by these forward-looking
statements, including the risk that the Tender Offer, the Offering or
the redemption of the 2020 Notes may not be completed on the proposed
terms, or at all. Readers are cautioned not to place undue reliance on
these forward-looking statements. The following risks, among others,
could affect our business and financial performance: future revenues and
earnings may not be achieved as expected; the challenges of effectively
managing our operations, including our ability to control costs and
manage changes in our operations; litigation and regulatory
investigations and proceedings; compliance with legal and regulatory
requirements; the possibility that benefits of our restructuring actions
may not materialize as expected; the expected revenue and margins from
recently launched programs may not be realized; our dependence on a
small number of customers; the impact of component shortages, including
their impact on our revenues; geopolitical risk, including the
termination and renegotiation of international trade agreements and
trade policies, including the impact of tariffs and related regulatory
actions; recently proposed changes or future changes in tax laws in
certain jurisdictions where we operate could materially impact our tax
expense; the effects that the current macroeconomic environment could
have on our business and demand for our products; and the effects that
current credit and market conditions could have on the liquidity and
financial condition of our customers and suppliers, including any impact
on their ability to meet their contractual obligations.

Additional information concerning these and other risks is described
under “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in our reports on Forms
10-K and 10-Q that we file with the U.S. Securities and Exchange
Commission. The forward-looking statements in this press release are
based on current expectations and Flex assumes no obligation to update
these forward-looking statements, except as required by law.


Kevin Kessel, CFA
Vice President, Investor Relations
[email protected]