Current Report · Items 1.01, 2.03, 7.01, 9.01 · 8-K
Flex Ltd.
FLEXNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD Disclosure
Item 1.01 Entry into a Material Definitive Agreement. On April 30, 2026 (the “Closing Date”), Flex Ltd. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”), by and among the Company, as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent, which provides a senior delayed draw term loan credit facility (the “Credit Facility”) in an aggregate commitme…
Filed May 4, 2026Accepted May 4, 2026, 9:17 AM EDTCIK 866374Accession 0001104659-26-054529
Company context
Flex (Reg. No. 199002645H) is the manufacturing partner of choice that helps leading brands design, build, and manage products that improve the world. With a global footprint spanning 30 countries, Flex delivers advanced manufacturing and supply chain solutions, innovative products and technology, and lifecycle services that support customers from concept to scale. In the Al era, Flex is helping customers accelerate data center deployment by solving power, heat, and scale challenges through cutting-edge power and cooling technology and scalable IT infrastructure solutions. For information about Flex’s intent to spin off its Cloud and Power Infrastructure portfolio, visit: https://flex.com/transaction-resources.
Current securities
Disclosure sections
Items 1.01, 2.03, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On
April 30, 2026 (the “Closing Date”), Flex Ltd. (the “Company”) entered into a Credit Agreement (the “Credit
Agreement”), by and among the Company, as borrower, the lenders party thereto, and Citibank, N.A., as administrative agent, which
provides a senior delayed draw term loan credit facility (the “Credit Facility”) in an aggregate commitment amount of $1.45
billion. The Credit Facility under the Credit Agreement matures on the date that is 364 days after the date on or after the Closing Date
on which the term loans are first funded pursuant to the Credit Agreement.
Loans
under the Credit Agreement bear interest, at the Company’s option, at a floating rate, which can be, at the Company’s option,
either (a) the Term SOFR (as defined in the Credit Agreement) plus an applicable margin or (b) the Base Rate (as defined in the Credit
Agreement) plus an applicable margin, in each case, with such margin determined based on the Company’s senior long-term unsecured
debt ratings.
The
Credit Agreement contains various, customary covenants, including, but not limited to, restrictions on the Company and its subsidiaries’
ability to incur indebtedness, grant liens, dispose of material assets, merge or consolidate into other companies, materially change its
business, and make certain accounting changes, in each case, subject to various exceptions. The Credit Agreement requires the maintenance
of (i) a Debt/EBITDA Ratio (as defined in the Credit Agreement) not to exceed 4.00 to 1.00 as of the last day of any fiscal quarter of
the Company and (ii) an Interest Coverage Ratio (as defined in the Credit Agreement) not to be less than 3.00 to 1.00 as of the last day
of any fiscal quarter of the Company.
The
Credit Agreement also includes various, customary events of default. Upon an event of default, commitments under the Credit Agreement
may be terminated, and outstanding borrowings may be accelerated.
Proceeds
from the Credit Agreement are to be used for general corporate purposes including the financing of the Company’s acquisition of
Electrical Power Products, Inc. (“EP²”), with such planned acquisition previously disclosed in the Company’s
Current Report on Form 8-K filed on March 30, 2026, and as otherwise permitted under the Credit Agreement.
The
obligations under the Credit Agreement are not guaranteed by any subsidiary of the Company, though the Company may, at any time after
the Closing Date and upon prior written notice to the administrative agent, cause any of its subsidiaries to become a subsidiary guarantor.
A
copy of the Credit Agreement is attached to this Current Report on Form 8-K as Exhibit 10.01 and is incorporated by reference into this
Item 1.01 as though fully set forth herein. The foregoing summary description of the Credit Agreement is not intended to be complete and
is qualified in its entirety by the complete text of the Credit Agreement.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information
set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On
May 4, 2026, the Company issued a press release announcing that it had completed its acquisition of EP². A copy of the press
release is furnished with this report as Exhibit 99.1.
The
information in this Current Report on Form 8-K and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that
Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, regardless of any general incorporation language in such filing.
Filed exhibits (1)
EX-99.1 (by filename) tm2612613d1_ex99-1.htmEX-99.1
3
tm2612613d1_ex99-1.htm
EXHIBIT 99.1
EXHIBIT 99.1
Flex Completes Acquisition of Electrical Power
Products (EP²)
News summary
Expands Flex’s Critical Power portfolio with engineered-to-order electrical
power control and protection capabilities
Strengthens utility and power generation market presence through deep engineering
expertise and U.S. manufacturing scale
Supports long term growth driven by grid modernization, electrification,
data center demand, and U.S. reshoring
AUSTIN, Texas - May 4, 2026/PRNewswire/ -- Flex (NASDAQ:
FLEX) today announced the completion of its acquisition of Electrical Power Products, Inc. (“EP²”), a leading provider
of engineered-to-order electrical power control and protection systems.
EP² expands Flex’s Critical Power offering, adding engineered-to-order
capabilities that support utility, power generation and data center customers. The addition strengthens Flex’s ability to deliver
scalable, customized power control and protection solutions for grid modernization, electrification, and growing data center demand, while
adding a scaled Midwest manufacturing presence that supports U.S. reshoring initiatives. EP²’s employees…
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