Finance

Molex Prices Cash Tender Offer for Senior Notes Due 2025

LISLE, Ill., March 6, 2024 /PRNewswire/ -- In a recent development, Molex Electronic Technologies, LLC, also referred to as the "Issuer," has publicized the pricing terms of its cash tender offer on its outstanding 3.900% Senior Notes due 2025. The tender offer specifies the conditions and terms as elaborated in the Offer to Purchase document and the accompanying Notice of Guaranteed Delivery. These two documents, collectively termed as the "Offer Documents," detail the entire tender process.

The table below prominently features key information concerning the Notes and the Offer's pricing specifics:

Title of Security | CUSIP Numbers | Principal Amount Outstanding | U.S. Treasury Reference Security | Bloomberg Reference Page | Reference Yield | Fixed Spread | Tender Offer Consideration (1),(2) --- | --- | --- | --- | --- | --- | --- | --- 3.900% Senior Notes due 2025 | Rule 144A: 60856BAC8, Regulation S: U60791AB3 | $500,000,000 | 4.625% U.S. Treasury due February 28, 2026 | FIT1 | 4.537% | +145 bps | $977.94

Offer participants should be aware that in order to be eligible for the Tender Offer Consideration, they must validly tender their Notes without subsequent withdrawal or must deliver a fully executed and duly completed Notice of Guaranteed Delivery before the expiration of the offer. Upon purchasing the Notes, creditors will receive the accrued and unpaid interest from the last interest payment date to, but excluding, the Settlement Date, scheduled to be on March 7, 2024. Notes tendered through the Notice of Guaranteed Delivery and accepted for purchase will be settled on the third business day post the Expiration Time, although accrued interest will only be paid until the Settlement Date.

The Offer's cutoff is set for today at 5:00 p.m., New York City time, and may be extended or concluded earlier as noted in the Offer Documents. The "Expiration Time" is the canonical term for this deadline. To receive the Tender Offer Consideration, as well as any accrued and unpaid interest, Note holders are mandated to comply with Offer to Purchase procedures, tender their Notes before the Expiration Time, and refrain from validly withdrawing the Notes. Each Note holder must individually decide whether to tender their Notes and, if chosen, the total amount to tender.

Molex holds the right to accept for purchase and to pay for Notes based on specified conditions, which the company may satisfy or waive at its discretion. These conditions are exhaustively described in the Offer to Purchase. Additionally, the Terms of Offer outlined in the Offer Documents must be read carefully by holders of the Notes.

Furthermore, the "Tender Offer Consideration" for each $1,000 principal amount of Notes, provided they are validly tendered and not validly withdrawn and accepted for purchase, is determined using the fixed spread for the Notes plus the yield to maturity based on the U.S. Treasury Reference Security, as stated. This calculation is taken from the bid-side price quoted on Bloomberg's reference page at 2:00 p.m., New York City time, on March 6, 2024, or earlier if extended.

For procedural duties, Molex has appointed D.F. King & Co., Inc. as the tender agent and information agent for the Offer. SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC have been named as the dealer managers for this Offer. Holders who require additional copies of Offer Documents can contact the information agent, D.F. King, at (800) 290-6432 or [email protected].

The Offer to Purchase and the Notice of Guaranteed Delivery can also be accessed through www.dfking.com/molex. Queries about the Offer can be addressed to SMBC Nikko at (888) 284-9760 or via [email protected], or to Wells Fargo Securities at (704) 410-4759 (collect) or (866) 309-6316 (toll-free) or at liabilitymanagement@wellsfargo.com.

This press release doesn't amount to an offer to purchase or a solicitation to sell the Notes. The Offer is solely according to the Offer Documents and is not made to holders of Notes where such a transaction could be considered unlawful under the prevailing state or jurisdiction's securities laws. Moreover, if the securities laws of a state or jurisdiction necessitate that the Offer be executed by a licensed broker or dealer, then the Offer to Molex shall be perceived as made on behalf of the Issuer by the dealer managers or any other registered brokers or dealers that are licensed under the laws of that state or jurisdiction.

About Molex

Molex is an industry leader in electronics, dedicated to fostering a world where connectivity flourishes. Having a significant impact across more than 40 countries, Molex is at the forefront of breaking technology in the fields of automotive, healthcare, 5G, cloud services, and consumer electronics. The company prides itself on its enduring relationships with customers and industry associations, its unmatched engineering acumen, and its commitment towards providing quality products, all contributing to creating what Molex terms as 'Connections for Life'.

Forward-Looking Information

This official statement may contain prognostications termed as "forward-looking" statements which contrive Molex's anticipations or predictions of future events. These forward-looking statements recognize themselves with the use of phrases like "anticipate," "believe," or "estimate," among similar expressions. These statements, undoubtedly speculative, are susceptible to uncertainties and risks, many of which are beyond Molex's actual anticipation or might not even be foreseen. Although Molex upholds the belief that its forecasts are based on judicious assumptions, no guarantee can be made about their fulfillment.

Potential areas which could influence the company's projections and expectations include but are not limited to: the completion of the Offer; prolonged economic downturn; decrease in customer base or a significant drop in revenue from key customers; compulsions to decrease selling prices; fluctuations in commodity material prices; stiffening market competition; reliance on new product success; manufacturing challenges; industry consolidations; dependence on imperative personnel; hiring competition; fluctuations in operating expenses; reliance on intellectual property; IT system breaches; volatility in pension plans' investment portfolios; tax rate variances and unexpected tax liabilities; and foreign currency exchange rate fluctuations.

Molex reveals that events and actual outcomes may considerably deviate from those portrayed in the forward-looking statements. The company asserts that it has no duty to revise or update these forward-looking statements.

In conclusion, Molex has decided to navigate through the current financial landscape with a strategic move aimed at settling its financial instruments in preparation for future developments. This balance sheet optimization technique is part of a larger vision to strengthen the company's financial standing and growth trajectory. As Molex proceeds with this tender offer, only time will dictate how these maneuvers will benefit the company's operations and its commitments to shareholders.

SOURCE: Molex Electronic Technologies, LLC

For more information about Molex and its services, please visit their official website.

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