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TEL > SEC Filings for TEL > Form 8-K on 25-Nov-2013All Recent SEC Filings

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Form 8-K for TE CONNECTIVITY LTD.


25-Nov-2013

Entry into a Material Definitive Agreement, Other Events, Financial Statemen


ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On November 25, 2013, Tyco Electronics Group S.A. ("TEGSA"), a wholly-owned subsidiary of TE Connectivity Ltd. ("TE Connectivity"), issued an aggregate of $325,000,000 principal amount of its 2.375% Senior Notes due 2018 (the "Notes"), which are fully and unconditionally guaranteed as to payment by TE Connectivity. The Notes were offered and sold by TEGSA pursuant to a registration statement on Form S-3 (File No. 333-171800) (the "Registration Statement"). The net proceeds from the sale of the Notes were approximately $321.7 million after deducting the underwriters' discount but before other expenses, and will be used for general corporate purposes, which may include the repayment of outstanding debt.

The Notes are governed by an indenture, dated as of September 25, 2007 (the "Indenture"), among TEGSA, as issuer, TE Connectivity, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), as supplemented by an eighth supplemental indenture dated as of November 25, 2013 (the "Eighth Supplemental Indenture"), among TEGSA, as issuer, TE Connectivity, as guarantor, and the Trustee. The Trustee will receive customary fees in connection therewith. The Notes are fully and unconditionally guaranteed as to payment on an unsecured senior basis by TE Connectivity (the "Guarantee"). The Notes are TEGSA's unsecured senior obligations and rank equally in right of payment with all of its existing and future senior debt, and senior to any subordinated indebtedness that TEGSA may incur.

Prior to November 17, 2018 (one month prior to the maturity date), TEGSA may redeem some or all of the Notes, in whole or in part, at its option at any time at the make-whole redemption price equal to the greater of 100% of principal amount and a make-whole amount based on a discount rate equal to Adjusted Redemption Treasury Rate (as defined in the Eighth Supplemental Indenture) plus 20 basis points, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On or after November 17, 2018 (one month prior to the maturity date), TEGSA may redeem some or all of the Notes, in whole or in part, at its option at any time at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, to, but excluding, the redemption date. TEGSA may also redeem all, but not less than all, of the Notes in the event of certain tax changes affecting such Notes.

The Indenture limits TEGSA's ability to create liens to secure certain indebtedness without also securing the Notes and limits its ability to enter into sale and lease-back transactions. The Indenture also limits TEGSA's and TE Connectivity's ability to consolidate, merge or transfer all or substantially all of their assets. These covenants are subject to a number of qualifications and exceptions.

If TE Connectivity experiences a change of control and, as a result of that change of control, the Notes are rated below investment grade by at least two of Standard & Poor's Ratings Services, Moody's Investors Service, Inc. and Fitch Ratings Limited (or the equivalent under any successor rating categories of Standard and Poor's, Moody's or Fitch's, respectively), and TEGSA has not redeemed such notes, TEGSA will offer to repurchase all of the Notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest to the repurchase date.

The following are events of default under the Indenture with respect to the Notes:

† default in the payment of any installment of interest upon any Notes, and continuance of such default for a period of 30 days; or

† default in the payment of all or any part of the principal of or premium, if any, on any of the Notes; or


† default in the performance, or breach, of any covenant or agreement of TE Connectivity or TEGSA in respect of the Notes and the Guarantee (other than the failure to comply with any covenant or agreement to file with the trustee the information filed or required to be filed with the Securities and Exchange Commission or a default or breach specifically dealt with elsewhere), and continuance of such default or breach for a period of 90 days; or

† the Guarantee shall for any reason cease to be, or shall for any reason be asserted in writing by TE Connectivity or TEGSA not to be, in full force and effect and enforceable in accordance with its terms except to the extent contemplated by the Indenture and such Guarantee; or

† a court shall enter a decree or order for relief in respect of TEGSA or TE Connectivity in an involuntary case under any applicable bankruptcy, insolvency or other similar law, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or

† TEGSA or TE Connectivity shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law; or

† an event of default shall happen and be continuing with respect to TEGSA's or TE Connectivity's indebtedness for borrowed money under any indenture or other instrument evidencing or under which TEGSA or TE Connectivity shall have a principal amount outstanding in excess of $100,000,000 and such event of default shall involve the failure to pay the principal of such indebtedness on the final maturity date thereof after expiration of any grace period or in certain circumstances involving acceleration of the indebtedness such that the principal shall become due and payable prior to the date on which it otherwise would be due and payable.

The foregoing descriptions of the Indenture and the Eighth Supplemental Indenture do not purport to be complete and are qualified in their entirety by reference to the full text of the Indenture which was filed as Exhibit 4.1(a) to TE Connectivity's Annual Report on Form 10-K for the fiscal year ended September 28, 2007, filed on December 14, 2007 and to the full text of the Eighth Supplemental Indenture, which is filed as Exhibit 4.1 hereto. Each of the foregoing documents is incorporated by reference herein.



ITEM 8.01. OTHER EVENTS.

The Notes were issued pursuant to an underwriting agreement (the "Underwriting Agreement"), dated as of November 20, 2013, among TEGSA, as issuer, TE Connectivity, as guarantor, and Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., in their capacity as representatives of the several underwriters (the "Underwriters"). Pursuant to the Underwriting Agreement and subject to the terms and conditions expressed therein, TEGSA agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. TEGSA sold the Notes to the Underwriters at an issue price of 98.993% of the principal amount thereof and the Underwriters offered the Notes to the public at a price of 99.493% of the principal amount thereof.

On November 20, 2013, TE Connectivity issued a press release announcing the offering of the Notes by TEGSA. A copy of the press release is filed as Exhibit 99.1 hereto.


The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement which is filed as Exhibit 1.1 hereto. The foregoing document is incorporated by reference herein.

In connection with the offering of the Notes, TE Connectivity is filing as Exhibits 5.1, 5.2 and 5.3 hereto opinions of counsel addressing the validity of the Notes and the Guarantee and certain related matters. Such opinions are incorporated by reference into the Registration Statement.




ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.                                Description

1.1           Underwriting Agreement, dated as of November 20, 2013, among Tyco
              Electronics Group S.A., TE Connectivity Ltd. and Citigroup Global
              Markets Inc. and Deutsche Bank Securities Inc., in their capacity as
              representatives of the several underwriters

4.1           Eighth Supplemental Indenture, dated as of November 25, 2013, among
              Tyco Electronics Group S.A., as issuer, TE Connectivity Ltd., as
              guarantor, and Deutsche Bank Trust Company Americas, as trustee

5.1           Opinion of Weil, Gotshal & Manges LLP

5.2           Opinion of Allen & Overy Luxembourg

5.3           Opinion of Bär & Karrer AG

23.1          Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1 filed
              herewith)

23.2          Consent of Allen & Overy Luxembourg (included in Exhibit 5.2 filed
              herewith)

23.3          Consent of Bär & Karrer AG (included in Exhibit 5.3 filed herewith)

99.1          Press Release dated November 20, 2013


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