UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of Earliest Event Reported): August 18, 2011
MOLEX INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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0-7491
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36-2369491 |
(Commission File Number)
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(I.R.S. Employer Identification No.) |
2222 Wellington Court, Lisle, Illinois 60532
(Address Of Principal Executive Offices, including Zip Code)
Registrants Telephone Number, Including Area Code: (630) 969-4550
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On August 18, 2011, Molex Incorporated (the Company) entered into a note purchase agreement
(the Agreement) with certain institutional investors pursuant to which the Company issued
$150,000,000 of senior unsecured notes (the Notes) comprised of $50,000,000 of 2.91%
Series 2011A Senior Notes, Tranche A, due August 18, 2016; $50,000,000 of 3.59% Series 2011A Senior
Notes, Tranche B, due August 18, 2018; and $50,000,000 of 4.28% Series 2011A Senior Notes, Tranche
C, due August 18, 2021, each dated August 18, 2011. The Notes were issued and sold in a private
placement exempt from the registration requirements of the Securities Act of 1933, as amended.
The Company may prepay at any time all, or from time to time any part of, the Notes, in an
amount not less than ten percent of the original principal amount of the Notes being prepaid at one
hundred percent of the principal amount so prepaid, together with accrued interest plus the
Make-Whole Amount as defined in the Agreement. The Make-Whole Amount is equal to the excess, if
any, of the discounted value of the remaining scheduled payments with respect to the Notes being
prepaid over the amount of such Notes.
The obligations of the Company under the Agreement are guaranteed by substantially all of the
Companys domestic subsidiaries. Proceeds from the sale of the Notes will be used to repay a
portion of its indebtedness under the credit agreement dated June 25, 2009 with a group of lenders,
including JPMorgan Chase Bank, N.A. as administrative agent, as amended, and for other corporate
purposes.
The Agreement contains customary covenants, including covenants limiting liens, debt,
substantial asset sales, mergers and transactions with affiliates. Most of these restrictions are
subject to minimum thresholds and exceptions. The Agreement also contains financial covenants that
require the Company to:
(i) maintain a ratio of (a) EBITDA to (b) total interest expense of not less than 2.00:1.00;
and
(ii) maintain a ratio of total debt to EBITDA of not more than 3.50:1.00.
In addition, repayment of the Notes may be accelerated by the institutional investors upon the
occurrence of customary events of default, including (subject to certain materiality thresholds and
grace periods) payment default, failure to comply with covenants, material inaccuracy of
representations or warranties, bankruptcy or insolvency proceedings and cross-default to other debt
agreements.
In addition, repayment of the Notes may be accelerated by the institutional investors upon the
occurrence of customary events of default, including (subject to certain materiality thresholds and
grace periods) payment default, failure to comply with covenants, material inaccuracy of
representations or warranties, bankruptcy or insolvency proceedings and cross-default to other debt
agreements.
The foregoing description does not purport to be complete and is qualified in its entirety by
reference to the full text of the Agreement, a copy of which are filed herewith as Exhibit 4.1, and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
A list of exhibits filed herewith is contained on the Exhibit Index immediately preceding such
exhibits and is incorporated herein by reference.
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