false
0001385157
0001385157
2024-08-02
2024-08-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 2, 2024
![](https://www.sec.gov/Archives/edgar/data/1385157/000110465924085404/tm2420720d1_8kimg001.jpg)
TE CONNECTIVITY LTD.
(Exact name of registrant as specified in
its charter)
Switzerland |
|
98-0518048 |
(Jurisdiction of Incorporation) |
|
(IRS Employer Identification Number) |
001-33260
(Commission File Number)
Mühlenstrasse
26, CH-8200 Schaffhausen
Switzerland
(Address of Principal Executive Offices,
including Zip Code)
+41 (0)52 633 66 61
(Registrant’s telephone number, including
Area Code)
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 (see
General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading symbol |
|
Name of each exchange on which registered |
Common Shares, Par Value CHF 0.57 |
|
TEL |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item
8.01. OTHER EVENTS.
On August 2, 2024, Tyco Electronics Group
S.A. (“TEGSA”), a wholly-owned subsidiary of TE Connectivity Ltd. (“TE Connectivity”), issued $350,000,000 aggregate
principal amount of its 4.625% Senior Notes due 2030 (the “Notes”). The Notes were offered and sold by TEGSA pursuant to a
registration statement on Form S-3 (Registration No. 333-276160) (the “Registration Statement”). The net proceeds
from the sale of the Notes were approximately $346.0 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 the Twentieth Supplemental Indenture, dated as of August 2,
2024 (the “Twentieth 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.
The Notes were offered pursuant to an underwriting
agreement (the “Underwriting Agreement”), dated as of July 30, 2024, among TEGSA, as issuer, TE Connectivity, as guarantor,
and BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC, 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. On July 30, 2024, TE Connectivity issued a press release announcing the pricing of the Notes. A copy of the press release
is filed as Exhibit 99.1 hereto.
The foregoing descriptions of the Indenture, the
Twentieth Supplemental Indenture and Underwriting Agreement 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, the Twentieth Supplemental Indenture, which is filed
as Exhibit 4.1 hereto, and the Underwriting Agreement, which is filed as Exhibit 1.1 hereto. The foregoing documents are 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 July 30, 2024, among Tyco Electronics Group S.A., TE Connectivity Ltd. and BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC, in their capacity as representatives of the several underwriters |
|
|
|
4.1 |
|
Twentieth Supplemental Indenture, dated as of August 2, 2024, among Tyco Electronics Group S.A., as issuer, TE Connectivity Ltd., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (including form of Global Note and Guarantee) |
|
|
|
5.1 |
|
Opinion of Weil, Gotshal & Manges LLP |
|
|
|
5.2 |
|
Opinion of Allen Overy Shearman Sterling SCS |
|
|
|
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 Shearman Sterling SCS (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 July 30, 2024 |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 2, 2024
|
TE CONNECTIVITY LTD.
|
|
|
|
By: |
/s/
Harold G. Barksdale |
|
|
Name: Harold G. Barksdale |
|
|
Title: Vice President and Corporate Secretary |
Exhibit 1.1
EXECUTION VERSION
Tyco Electronics Group
S.A.
$350,000,000 4.625% Senior Notes due 2030
Fully and unconditionally guaranteed as to
payment of principal, premium, if any, and interest by TE Connectivity Ltd.
Underwriting Agreement
July 30, 2024
BNP Paribas Securities Corp.
Deutsche Bank Securities Inc.
Goldman Sachs & Co. LLC
As representatives of the several Underwriters,
named in Schedule I hereto,
c/o BNP Paribas Securities Corp.
787 Seventh Avenue, 3rd Floor
New York, New York 10019
c/o Deutsche Bank Securities Inc.
1 Columbus Circle
New York, New York 10019
c/o Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Ladies and Gentlemen:
Tyco Electronics Group S.A.,
a Luxembourg public limited liability company (société anonyme) having its registered office at 46 Place Guillaume
II, L-1648 Luxembourg and registered with the Luxembourg trade and companies register (Registre de commerce et des sociétés,
Luxembourg) under number B.123549 (the “Company”), proposes, subject to the terms and conditions stated herein, to issue
and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom BNP Paribas Securities Corp., Deutsche
Bank Securities Inc. and Goldman Sachs & Co. LLC (the “Representatives” or “you”) are acting as representatives,
an aggregate of $350,000,000 principal amount of its 4.625% Senior Notes due 2030 (the “Securities”). The Securities will
be fully and unconditionally guaranteed as to payment of principal, premium, if any, and interest (the “Guarantee”) by TE
Connectivity Ltd., a Swiss corporation (the “Guarantor”), and will have the terms set forth in Schedule III. The Securities
and Guarantee are to be issued pursuant to the Indenture, dated as of September 25, 2007 (the “Base Indenture”), among
the Company, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by the twentieth
supplemental indenture governing the Securities, to be dated as of August 2, 2024 (the “Twentieth Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”), among the Company, the Guarantor and the Trustee.
| 1. | The Company and the Guarantor, jointly and
severally, as of the Applicable Time (as defined in Section 1(c) hereof) and as
of the time of execution of this Agreement, represent and warrant to, and agree with, each
of the Underwriters that: |
| (a) | An “automatic shelf registration”
statement as defined under Rule 405 under the Securities Act of 1933, as amended (the
“Act”) on Form S-3 (File No. 333-276160) in respect of the Securities
has been filed with the Securities and Exchange Commission (the “Commission”)
not earlier than three years prior to the date hereof; such registration statement, and any
post-effective amendment thereto, became effective on filing; and no stop order suspending
the effectiveness of such registration statement or any part thereof has been issued and
no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened
by the Commission, and no notice of objection of the Commission to the use of such registration
statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under
the Act has been received by the Company (the base prospectus filed as part of such registration
statement, in the form in which it has most recently been filed with the Commission on or
prior to the date of this Agreement, is hereinafter called the “Basic Prospectus”;
any preliminary prospectus (including any preliminary prospectus supplement) relating to
the Securities filed with the Commission pursuant to Rule 424(b) under the Act
is hereinafter called a “Preliminary Prospectus”; the various parts of such registration
statement, including all exhibits thereto but excluding Form T-1 and including any prospectus
supplement relating to the Securities that is filed with the Commission and deemed by virtue
of Rule 430B to be part of such registration statement, each as amended at the time
such part of the registration statement became effective, are hereinafter collectively called
the “Registration Statement”; the Basic Prospectus, as amended and supplemented
immediately prior to the Applicable Time (as defined in Section 1(c) hereof), is
hereinafter called the “Pricing Prospectus”; the form of the final prospectus
relating to the Securities filed with the Commission pursuant to Rule 424(b) under
the Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus”;
any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus
or the Prospectus shall be deemed to refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 under the Act, as of the date of such prospectus;
any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus
or the Prospectus shall be deemed to refer to and include any post-effective amendment to
the Registration Statement, any prospectus supplement relating to the Securities filed with
the Commission pursuant to Rule 424(b) under the Act and any documents filed under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary
Prospectus, or the Prospectus, as the case may be, and prior to the termination of the offering
of the Securities; any reference to any amendment to the Registration Statement shall be
deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or
15(d) of the Exchange Act after the effective date of the Registration Statement and
prior to the termination of the offering of the Securities that is incorporated by reference
in the Registration Statement; and any “issuer free writing prospectus” as defined
in Rule 433 under the Act relating to the Securities is hereinafter called an “Issuer
Free Writing Prospectus”). |
| (b) | No order preventing or suspending the use
of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the
Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in
all material respects to the requirements of the Act and the Trust Indenture Act of 1939,
as amended (the “Trust Indenture Act”) and the rules and regulations of
the Commission thereunder, and did not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information furnished in writing to
the Company or the Guarantor by an Underwriter through the Representatives expressly for
use therein. |
| (c) | For the purposes of this Agreement, the “Applicable
Time” is 4:26 p.m. (New York time) on the date of this Agreement; the Pricing
Prospectus as supplemented by the documents, if any, listed on Schedule II(a), taken together
(collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did
not include any untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(b) hereto
does not conflict with the information contained in the Pricing Prospectus or the Prospectus
and each such Issuer Free Writing Prospectus, as supplemented by and taken together with
the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to statements or omissions
made in an Issuer Free Writing Prospectus in reliance upon and in conformity with information
furnished in writing to the Company or the Guarantor by an Underwriter through the Representatives
expressly for use therein. |
| (d) | The documents incorporated by reference in
the Pricing Prospectus and the Prospectus, when they were filed with the Commission, conformed
in all material respects to the requirements of the Act or the Exchange Act, as applicable,
and the rules and regulations of the Commission thereunder, and none of such documents
contained at such time an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein not misleading;
any further documents so filed and incorporated by reference in the Prospectus or any further
amendment or supplement thereto, when such documents become effective or are filed with the
Commission, as the case may be, will conform in all material respects to the requirements
of the Act or the Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter through the Representatives
expressly for use therein; and no such documents were filed with the Commission since the
Commission’s close of business on the business day immediately prior to the date of
this Agreement and prior to the execution of this Agreement, except as set forth on Schedule
II(b) hereto. |
| (e) | The Registration Statement conforms, and the
Prospectus and any further amendments or supplements to the Registration Statement and the
Prospectus will conform, in all material respects to the requirements of the Act and the
Trust Indenture Act and the rules and regulations of the Commission thereunder and do
not and will not, as of the applicable effective date as to each part of the Registration
Statement and as of the applicable filing date as to the Prospectus and any amendment or
supplement thereto, contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with information furnished
in writing to the Company by an Underwriter through the Representatives expressly for use
therein. |
| (f) | None of the Guarantor, the Company nor any
of their material operating subsidiaries listed on Schedule IV, which collectively account
for at least 50% of the Guarantor’s consolidated net revenue for fiscal year 2023 (each,
a “Significant Subsidiary”), has sustained since the date of the latest audited
consolidated financial statements included in the Pricing Prospectus any loss or interference
with its business from fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Pricing Prospectus, which loss or interference would
have a material adverse effect on the Company, the Guarantor or any Significant Subsidiary;
and, since the respective dates as of which information is given in the Pricing Prospectus,
there has not been any material change in the capital stock or long-term debt of the Guarantor
or the Company, or any material adverse change, or any development that is reasonably likely
to involve a prospective material adverse change, in or affecting the general affairs, management,
consolidated financial condition, consolidated shareholders’ equity or consolidated
results of operations of the Guarantor and its subsidiaries taken as a whole (each a “Material
Adverse Effect”) otherwise than as set forth or contemplated in the Pricing Prospectus. |
| (g) | Each of the Company, the Guarantor and the
Significant Subsidiaries has good title to all real property owned by them, in each case
free and clear of all liens, encumbrances and defects except such as are described in the
Pricing Prospectus or where the failure to have such title or the existence of such liens,
encumbrances and defects would not, individually or in the aggregate, have a Material Adverse
Effect; and any real property and buildings held under lease by the Company, the Guarantor
and the Significant Subsidiaries are held by them under valid, subsisting and enforceable
leases with such exceptions as would not, individually or in the aggregate, have a Material
Adverse Effect. |
| (h) | Each of the Company and the Guarantor has
been duly formed and is validly existing as a corporation or a company, as the case may be,
in good standing (to the extent good standing is applicable in such jurisdiction) under the
laws of the jurisdiction of its formation, has the corporate or company power and authority
to own its properties and to conduct its business as described in the Pricing Prospectus,
and is duly qualified to transact business and is in good standing in each jurisdiction in
which the conduct of its business or its ownership or leasing of property requires such qualification,
except to the extent that the failure to be so qualified or be in good standing would not,
individually or in the aggregate, have a Material Adverse Effect. |
| (i) | The Guarantor has an authorized capitalization
as set forth in the Pricing Prospectus, and all of the issued common shares of the Guarantor
have been duly authorized and validly issued and are fully paid and non-assessable; and all
of the issued shares of capital stock of each Significant Subsidiary have been duly authorized
and validly issued, are fully paid and non-assessable and (except for director’s qualifying
shares) are owned directly or indirectly by the Company or the Guarantor, free and clear
of all liens, encumbrances, equities or claims that would, individually or in the aggregate,
have a Material Adverse Effect. |
| (j) | Each Significant Subsidiary has been duly
incorporated or formed, is validly existing as a corporation or company in good standing
under the laws of the jurisdiction of its incorporation or formation (to the extent good
standing is applicable in such jurisdiction), has the corporate or company power and authority
to own its property and to conduct its business as described in the Pricing Prospectus and
is duly qualified to transact business and is in good standing in each jurisdiction in which
the conduct of its business or its ownership or leasing of property requires such qualification,
except to the extent that the failure to be so qualified or be in good standing would not,
individually or in the aggregate, have a Material Adverse Effect. |
| (k) | This Agreement has been duly authorized, executed
and delivered by the Company and the Guarantor. |
| (l) | The Securities have been duly authorized and,
when issued and delivered and paid for by the Underwriters in accordance with the terms of
this Agreement, will have been duly executed, authenticated, issued and delivered and will
constitute valid and legally binding obligations of the Company, enforceable against the
Company in accordance with their terms, subject to the effects of applicable bankruptcy,
insolvency and similar laws affecting the enforcement of creditors’ rights generally
and equitable principles of general applicability, entitled to the benefits provided by the
Indenture under which they are to be issued; the Indenture has been duly qualified under
the Trust Indenture Act and constitutes a valid and legally binding instrument, enforceable
against the Company and the Guarantor in accordance with its terms, subject to the effects
of applicable bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors’ rights and to general equitable principles; and
the Securities, the Guarantee and the Indenture will conform in all material respects to
the descriptions thereof in the Pricing Disclosure Package and the Prospectus and will be
in substantially the form previously delivered to you and substantially in the form filed
or incorporated by reference, as the case may be, as an exhibit to the Registration Statement;
and the Guarantee has been duly authorized by the Guarantor. When the Securities have been
executed, issued and authenticated in accordance with the provisions of the Indenture and
delivered to and paid for by the Underwriters in accordance with the terms of this Agreement,
and the Guarantee has been issued and executed in accordance with the provisions of the Indenture,
the Guarantee will be the valid and binding obligation of the Guarantor, enforceable against
the Guarantor in accordance with its terms, subject to the effects of applicable bankruptcy,
insolvency and similar laws affecting the enforcement of creditors’ rights generally
and equitable principles of general applicability. |
| (m) | Prior to the date hereof, neither the Company,
the Guarantor nor any of its affiliates has taken any action which is designed to or which
has constituted or which might cause or result in stabilization or manipulation of the price
of any security of the Company or the Guarantor in connection with the offering of the Securities. |
| (n) | The execution and delivery by the Company
and the Guarantor of, and the performance by them of their obligations under, this Agreement,
the Indenture, the Securities and the Guarantee will not contravene (i) any provision
of the applicable law or the certificate of incorporation or other governing documents or
the Bye-Laws, if any, of the Company or the Guarantor, or (ii) any agreement or other
instrument binding upon the Company, the Guarantor or any of the Significant Subsidiaries
(except to the extent such contravention would not, individually or in the aggregate, have
a Material Adverse Effect), or (iii) any judgment, order or decree of any governmental
body, agency or body having jurisdiction over the Guarantor, the Company or any Significant
Subsidiary; and no consent, approval, authorization, order, registration or qualification
of or with any governmental agency or body is required to be obtained by the Company or the
Guarantor for the performance by the Company or the Guarantor of its obligations under this
Agreement, the Indenture, the Securities or the Guarantee, except such as have been obtained
under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations
or qualifications as may be required under state securities or Blue Sky laws in connection
with the purchase and distribution of the Securities and the Guarantee by the Underwriters. |
| (o) | Neither the Company nor the Guarantor is in
violation of its Certificate of Incorporation or other governing documents or its Bye-Laws,
if any. |
| (p) | Neither the Company nor the Guarantor is in
default in the performance or observance of any obligation, agreement, covenant or condition
contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement
or instrument to which it is a party or by which it or any of its properties may be bound,
which default would, individually or in the aggregate, have a Material Adverse Effect. |
| (q) | The statements set forth in the Pricing Prospectus
and the Prospectus under the caption “Description of the Notes and the Guarantee”,
insofar as they purport to describe the material terms of the Securities, the Indenture and
the Guarantee, and the statements set forth in the Pricing Prospectus and the Prospectus
under the caption “Underwriting”, insofar as they purport to describe the material
provisions of the laws and documents referred to therein, fairly describe, in all material
respects, those terms and provisions. |
| (r) | To the extent that the statements set forth
in the Pricing Prospectus and the Prospectus under the caption “Certain Tax Considerations—Certain
U.S. Federal Income Tax Considerations”, purport to describe certain provisions of
the United States federal tax laws referred to therein, such summaries fairly describe, in
all material respects, such provisions. |
| (s) | Other than as set forth in the Pricing Prospectus
and the Prospectus, there are no legal or governmental proceedings pending to which any of
the Company, the Guarantor or any Significant Subsidiary is a party, which is reasonably
likely to be determined adversely to the Company, the Guarantor or any Significant Subsidiary
and would, individually or in the aggregate, have a Material Adverse Effect; and neither
the Company nor the Guarantor has received any written indication that any such proceedings
are threatened or, to the best of each of the Company’s and the Guarantor’s knowledge,
contemplated by governmental authorities or threatened by others. |
| (t) | The Guarantor is subject to Section 13
or 15(d) of the Exchange Act. |
| (u) | Neither the Company nor the Guarantor are,
and after giving effect to the offering and sale of the Securities and the Guarantee and
the application of the proceeds thereof, will be required to register as an “investment
company”, as such term is defined in the United States Investment Company Act of 1940,
as amended (the “Investment Company Act”). |
| (v) | (i)(A) At the time of filing the Registration
Statement, (B) at the time of the most recent amendment thereto for the purposes of
complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective
amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange
Act or form of prospectus) and (C) at the time the Company or any person acting on its
behalf (within the meaning, for this clause only, of Rule 163(c) under the Act)
made any offer relating to the Securities in reliance on the exemption of Rule 163 under
the Act, the Company and the Guarantor were each “well-known seasoned issuers”
as defined in Rule 405 under the Act; and (ii) at the earliest time after filing
of the Registration Statement that the Company or another offering participant made a bona
fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities,
neither the Company nor the Guarantor was an “ineligible issuer” as defined in
Rule 405 under the Act. |
| (w) | Deloitte & Touche LLP, who have certified
certain consolidated financial statements of the Guarantor and its subsidiaries, are an independent
registered public accounting firm as required by the Act and the rules and regulations
of the Commission thereunder. |
| (x) | The Guarantor maintains a system of internal
control over financial reporting (as such term is defined in Rule 13a-15(f) of
the Exchange Act) that complies with the requirements of the Exchange Act and has been designed
by the Guarantor’s principal executive officer and principal financial officer, or
under their supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. Except as disclosed in the Pricing Prospectus,
the internal control over consolidated financial reporting of the Guarantor is effective
and the Guarantor is not aware of any material weaknesses in its internal control over financial
reporting. |
| (y) | Except as disclosed in the Pricing Prospectus
and the Prospectus, since the date of the latest audited consolidated financial statements
included in the Pricing Prospectus and the Prospectus, there has been no change in internal
control over the consolidated financial reporting of the Guarantor that has materially affected,
or is likely to materially affect, the internal control over the consolidated financial reporting
of the Guarantor. |
| (z) | The Guarantor maintains disclosure controls
and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act)
that comply with the requirements of the Exchange Act; such disclosure controls and procedures
have been designed to ensure that material information relating to the Guarantor is made
known to the Guarantor’s principal executive officer and principal financial officer
by others within those entities; and such disclosure controls and procedures are effective. |
| (aa) | Except as disclosed in the Pricing Prospectus
and the Prospectus, the Guarantor and each Significant Subsidiary are (i) in compliance
with applicable federal, state and local laws and regulations relating to the protection
of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants
or contaminants (“Environmental Laws”); (ii) have received all permits,
licenses or other approvals required of them under applicable Environmental Laws to conduct
their respective businesses; (iii) are in compliance with all terms and conditions of
any such permits, licenses or approvals; and (iv) have not received notice of any actual
or potential liability under any Environmental Law, except in any such case where the failure
to comply with Environmental Laws or failures to receive or to comply with such permits,
licenses or approvals would not, individually or in the aggregate, have a Material Adverse
Effect. In the ordinary course of its business, the Guarantor periodically reviews the effect
of Environmental Laws on its business, operations and properties, in the course of which
it identifies and evaluates associated costs and liabilities (including, without limitation,
any capital or operating expenditures required for clean-up, closure of properties or compliance
with Environmental Laws, or any permit, license or approval, any related constraints on operating
activities and any potential liabilities to third parties); on the basis of such review,
the Guarantor has reasonably concluded that such associated costs and liabilities would not,
individually or in the aggregate, have a Material Adverse Effect, except as set forth in
or contemplated in the Pricing Prospectus and the Prospectus. |
| (bb) | Except as described in the Pricing Prospectus
and the Prospectus, to the Guarantor’s knowledge, the Guarantor, the Company or one
or more of their subsidiaries owns, possesses or has the right to employ such patents, patent
rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, software, systems or procedures),
trademarks, service marks and trade names, inventions, computer programs, technical data
and information (collectively, the “Intellectual Property Rights”) that the Guarantor
and the Company reasonably believe are necessary to conduct their businesses, in all material
respects, as now conducted. Except as set forth or contemplated in the Pricing Prospectus
and the Prospectus, neither the Guarantor nor, to its knowledge, any subsidiary has received
any written notice of infringement of or conflict with asserted rights of others with respect
to any of the Intellectual Property Rights, except as would not, individually or in the aggregate,
result in a Material Adverse Effect. |
| (cc) | None of the Company, the Guarantor or, to
the knowledge of the Guarantor, any officer, director or employee of the Company, the Guarantor
or any Significant Subsidiary is aware of or has taken any action, directly or indirectly,
that would result in a violation by the Company, the Guarantor or such persons of the Foreign
Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder
(the “FCPA”) or the U.K. Bribery Act 2010, as may be amended, or any anti-corruption
law enacted or enforced by the European Union (collectively, the “Anti-Corruption Laws”),
including, without limitation, making use of the mails or any means or instrumentality of
interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization
of the payment of any money, or other property, gift, promise to give, or authorization of
the giving of anything of value to any “foreign official” (as such term is defined
in the FCPA) or any foreign political party or official thereof or any candidate for foreign
political office, in contravention of the FCPA; except as would not, individually or in the
aggregate, result in a Material Adverse Effect. The Company, Guarantor and the Significant
Subsidiaries maintain policies intended to ensure compliance with the Anti-Corruption Laws
in all material respects. No part of the proceeds of the offering will be used, directly
or, to the knowledge of the Company and the Guarantor, indirectly, in violation of the Anti-Corruption
Laws. |
| (dd) | The operations of the Company and its subsidiaries
are and have been conducted at all times in compliance in all material respects with applicable
financial recordkeeping and reporting requirements of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the
rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any governmental entity (collectively, the “Money
Laundering Laws”); and no action, suit or proceeding by or before any governmental
entity involving the Company or any of its subsidiaries with respect to the Money Laundering
Laws is pending or, to the best knowledge of the Company, threatened. |
| (ee) | Neither the Company nor any of its subsidiaries
nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate
of the Company or any of its subsidiaries is currently the subject of any sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”),
the European Union, the United Nations Security Council or His Majesty’s Treasury of
the United Kingdom (collectively “Sanctions”); and the Company will not, directly
or, to the knowledge of the Company and the Guarantor, indirectly, use the proceeds of the
offering, or lend, contribute or otherwise make available such proceeds to any subsidiary,
joint venture partner or other person or entity for the purpose of financing the activities
of any person currently subject to any Sanctions. |
| | |
| | The representation in this clause (ee) is provided only if and to the extent
that it does not result in a violation of: (i) any provision of the Council Regulation (EC) No. 2271/96
of 22 November 1996 (the “Blocking Regulation”); or (ii) any provision of Council
Regulation (EC) 2271/96 as it forms part of domestic law of the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018, as amended (the “UK Blocking Regulation”). |
| (ff) | Except as disclosed in the Registration Statement,
the Pricing Disclosure Package and the Prospectus or except as would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) (x) there
has been no security breach or other compromise of or relating to any of the Company’s
or its subsidiaries’ information technology and computer systems, networks, hardware,
software, data (including the data of their respective customers, employees, suppliers, vendors
and any third party data maintained by or on behalf of them used in connection with their
business) or equipment (collectively, “IT Systems and Data”) and (y) the
Company and its subsidiaries have not been notified of, and have no knowledge of any event
or condition that would reasonably be expected to result in, any security breach or other
compromise to their IT Systems and Data; (ii) to the knowledge of the Company, the Company
and its subsidiaries are presently in compliance with all applicable laws or statutes and
all judgments, orders, rules and regulations of any court or arbitrator or governmental
or regulatory authority, internal policies and contractual obligations relating to the privacy
and security of IT Systems and Data and to the protection of such IT Systems and Data from
unauthorized use, access, misappropriation or modification; and (iii) the Company and
its subsidiaries have implemented backup and disaster recovery plans as the Company reasonably
believes are consistent with industry standards and practices. |
| (gg) | The Company represents that the choice of
law provisions set forth in this Agreement are legal, valid and binding under the laws of
the Grand Duchy of Luxembourg (“Luxembourg”) and will be recognized and given
effect to by the courts of Luxembourg (unless a court determined that doing so would be contrary
to international public policy in Luxembourg); the Company has, under the laws of Luxembourg,
the power to submit to the jurisdiction of New York Courts; the irrevocable submission of
the Company to the jurisdiction of the New York courts and the waiver by the Company of any
immunity and any objection to the venue of the proceeding in a New York court, included in
this Agreement, are legal, valid and binding under the laws of Luxembourg; neither the Company
nor any of its assets is entitled to immunity (or any similar defense) from suit, execution,
attachment or other legal process in Luxembourg; this Agreement is in proper legal form under
the laws of Luxembourg for the enforcement thereof against the Company, and nothing in Luxembourg
prevents suit upon this Agreement in the courts of Luxembourg; and it is not necessary (a) in
order to enable the Underwriters to exercise or enforce their rights under this Agreement
in Luxembourg or (b) by reason of the entry into and performance of this Agreement,
that any of the Underwriters should be licensed, qualified, authorized or entitled to do
business in Luxembourg. |
| (hh) | The Guarantor represents that the choice
of law provisions set forth in this Agreement are legal, valid and binding under the laws
of Switzerland, and will be recognized and given effect to by the courts of Switzerland (unless
a Swiss court determined that doing so would be contrary to public policy in Switzerland);
the Guarantor has, under the laws of Switzerland, the power to submit to the jurisdiction
of New York Courts; the irrevocable submission of the Guarantor to the jurisdiction of the
New York courts and the waiver by the Guarantor of any immunity and any objection to the
venue of the proceeding in a New York court, included in this Agreement, are legal, valid
and binding under the laws of Switzerland; neither the Guarantor nor any of its assets is
entitled to immunity (or any similar defense) from suit, execution, attachment or other legal
process in Switzerland; this Agreement is in proper legal form under the laws of Switzerland,
for the enforcement thereof against the Guarantor and nothing in Swiss law prevents suit
upon this Agreement in the courts of Switzerland; and it is not necessary (a) in order
to enable the Underwriters to exercise or enforce their rights under this Agreement in Switzerland
or (b) by reason of the entry into and performance of this Agreement, that any of the
Underwriters should be licensed, qualified, authorized or entitled to do business in Switzerland. |
| 2. | Subject to the terms and conditions herein
set forth, the Company agrees to issue and sell to each of the Underwriters, and each of
the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase
price of 98.859% of the principal amount thereof, plus accrued interest, if any, from August 2,
2024 to the Time of Delivery (as defined below) hereunder, the principal amount of the Securities
(and the related Guarantee) set forth opposite the name of such Underwriter in Schedule I
hereto. |
| 3. | Upon the authorization by you of the release
of the Securities (and the related Guarantee), the several Underwriters propose to offer
the Securities and the Guarantee for sale upon the terms and conditions set forth in this
Agreement and the Prospectus. |
| 4. | (a) The Securities to be purchased by each
Underwriter hereunder will be represented by one or more definitive global Securities in
book-entry form which will be deposited by or on behalf of the Company with The Depository
Trust Company (“DTC”) or its designated custodian. The Company will deliver the
Securities to Deutsche Bank Securities Inc. for the account of each Underwriter, against
payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer
in Federal (same day) funds to the account specified by the Company to Deutsche Bank Securities
Inc. at least forty-eight hours in advance, by causing DTC to credit the Securities to the
account of Deutsche Bank Securities Inc. at DTC. The Company will cause the certificates
representing the Securities and the Guarantee to be made available electronically to BNP
Paribas Securities Corp., Deutsche Bank Securities Inc. and Goldman Sachs & Co.
LLC for checking at least twenty-four hours prior to the Time of Delivery (as defined below).
The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on
August 2, 2024 or such other time and date as the Representatives and the Company
may agree upon in writing. Such time and date are herein called the “Time of Delivery.” |
| (b) | The documents to be delivered at the Time
of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including
the cross-receipt for the Securities, will be delivered at the offices of Sullivan &
Cromwell LLP, 125 Broad Street, New York, NY 10004 (the “Closing Location”),
and the Securities and the Guarantee will be delivered at the office of DTC or its designated
custodian (the “Designated Office”), all at the Time of Delivery. A meeting will
be held at the Closing Location at 5:00 p.m., New York City time, on the New York Business
Day next preceding the Time of Delivery, at which meeting the final drafts of the documents
to be delivered pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 4 and Section 5(c), “New York Business
Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in New York are generally authorized or obligated by law
or executive order to close. |
| 5. | Each of the Company and the Guarantor, jointly
and severally, agrees with each of the Underwriters: |
| (a) | To prepare the Prospectus in a form approved
by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later
than the Commission’s close of business on the second business day following the date
of this Agreement; to make no further amendment or any supplement to the Registration Statement,
the Basic Prospectus or the Prospectus prior to the Time of Delivery which shall be disapproved
by you promptly after reasonable notice thereof; to advise you, promptly after it receives
notice thereof, of the time when any amendment to the Registration Statement has been filed
or becomes effective or any amendment or supplement to the Prospectus has been filed and
to furnish you with copies thereof; to prepare a final term sheet, containing solely a description
of the Securities, in a form approved by you and to file such term sheet pursuant to Rule 433(d) under
the Act within the time required by such Rule; to file promptly all other material required
to be filed by the Company with the Commission pursuant to Rule 433(d) under the
Act; to file promptly all reports and any definitive proxy or information statements required
to be filed by the Company or the Guarantor with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and
for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in
Rule 173(a) under the Act) is required in connection with the offering or sale
of the Securities; to advise you, promptly after it receives notice thereof, of the issuance
by the Commission of any stop order or of any order preventing or suspending the use of any
Preliminary Prospectus or other prospectus in respect of the Securities, of any notice of
objection of the Commission to the use of the Registration Statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension of
the qualification of the Securities for offering or sale in any jurisdiction, of the initiation
or threatening of any proceeding for any such purpose, or of any request by the Commission
for the amending or supplementing of the Registration Statement or the Prospectus or for
additional information; and, in the event of the issuance of any stop order or of any order
preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending
any such qualification, to promptly use its best efforts to obtain the withdrawal of such
order; and in the event of any such issuance of a notice of objection, promptly to take such
steps including, without limitation, amending the Registration Statement or filing a new
registration statement, at its own expense, as may be necessary to permit offers and sales
of the Securities by the Underwriters (references herein to the Registration Statement shall
include any such amendment or new registration statement). |
| (b) | Promptly from time to time to take such action
as you may reasonably request to qualify the Securities and the Guarantee for offering and
sale under the securities laws of such jurisdictions as you may reasonably request and to
comply with such laws so as to permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the distribution of the Securities
and the Guarantee, provided that in connection therewith neither the Company nor the
Guarantor shall be required to qualify as a foreign corporation or to file a general consent
to service of process in any jurisdiction. |
| (c) | Prior to 10:00 a.m. (New York City time)
on the New York Business Day next succeeding the date of this Agreement and from time to
time, to furnish the Underwriters with electronic copies of the Prospectus in New York City
in such quantities as you may from time to time reasonably request, and, during the period
when a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under
the Act) is required to be delivered under the Act, and if at any time during such period
any event shall have occurred as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under which they
were made when such Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under
the Act) is delivered, not misleading, or, if for any other reason it shall be necessary
or desirable during such same period to amend or supplement the Prospectus or to file under
the Exchange Act any document incorporated by reference in the Prospectus in order to comply
with the Act, the Exchange Act or the Trust Indenture Act, to notify you and upon your request
to file such document in a form approved by you (such approval not to be unreasonably withheld)
and to prepare and furnish without charge to each Underwriter and to any dealer in securities
as many electronic copies as you may from time to time reasonably request of an amended Prospectus
or a supplement to the Prospectus in a form approved by you (such approval not to be unreasonably
withheld) and which will correct such statement or omission or effect such compliance. |
| (d) | To make generally available to their securityholders
as soon as practicable, but in any event not later than sixteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the Act), an
earnings statement of the Guarantor and its subsidiaries (which need not be audited) satisfying
Section 11(a) of the Act and the rules and regulations of the Commission thereunder
(including, at the option of the Company, Rule 158). |
| (e) | During the period beginning from the date
hereof and continuing until the later of the Time of Delivery and such earlier time as you
may notify the Company, not to offer, sell, contract to sell, pledge, grant any option, make
any short sale or otherwise dispose of, except as provided hereunder any securities of the
Company or the Guarantor that are substantially similar to the Securities and the Guarantee
without your prior written consent. |
| (f) | To pay the required Commission filing fees
relating to the Securities within the time required by Rule 456(b)(1) under the
Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and
457(r) under the Act. |
| (g) | Not to be or become, at any time prior to
the expiration of two years after the Time of Delivery, an open-end investment company, unit
investment trust, closed-end investment company or face-amount certificate company that is
or is required to be registered under Section 8 of the Investment Company Act. |
| (h) | To use the net proceeds received by it from
the sale of the Securities pursuant to this Agreement in the manner specified in the Pricing
Disclosure Package and the Prospectus under the caption “Use of Proceeds.” |
| 6. | (a) (i) Each of the Company and the Guarantor,
jointly and severally, represents and agrees that, other than the final term sheet prepared
and filed pursuant to Section 5(a) hereof, without the prior consent of the Representatives,
it has not made and will not make any offer relating to the Securities or the Guarantee that
would constitute a “free writing prospectus” as defined in Rule 405 under
the Act; |
| (ii) | each Underwriter represents and agrees that,
without the prior consent of the Company and the Representatives, other than one or more
term sheets relating to the Securities and the Guarantee containing customary information
and conveyed to purchasers of Securities, it has not made and will not make any offer relating
to the Securities and the Guarantee that would constitute a free writing prospectus that
is required to be filed with the Commission pursuant to Rule 433 under the Act; and |
| (iii) | any such free writing prospectus the use
of which has been consented to by the Company and the Representatives (including the final
term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule
II(b) hereto. |
| (b) | The Company has complied and will comply with
the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus,
including timely filing with the Commission or retention where required and legending. |
| (c) | The Company agrees that if at any time following
issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of
which such Issuer Free Writing Prospectus would conflict with the information in the Registration
Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading, the
Company will give prompt notice thereof to the Representatives and, if requested by the Representatives,
will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus
or other document which will correct such conflict, statement or omission; provided,
however, that this representation and warranty shall not apply to any statements or
omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter through the Representatives
expressly for use therein. |
| 7. | Each of the Company and the Guarantor, jointly
and severally, covenants and agrees with the several Underwriters that the Company and the
Guarantor will pay or cause to be paid the following: (i) the fees, disbursements and
expenses of the Company’s and the Guarantor’s counsel and accountants in connection
with the issue of the Securities and the Guarantee and all other expenses in connection with
the preparation, printing, reproduction and filing of the Registration Statement, the Basic
Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus
and any amendments and supplements thereto and the mailing and delivering of copies thereof
to the Underwriters and dealers; (ii) the cost of printing or reproducing any Agreement
among Underwriters, this Agreement, the Indenture, the Blue Sky Memorandum, closing documents
and any other documents in connection with the offering, purchase, sale and delivery of the
Securities and the Guarantee; (iii) all expenses in connection with the qualification
of the Securities and the Guarantee for offering and sale under state securities laws as
provided in Section 5(b) hereof, including the reasonable fees and disbursements
of counsel for the Underwriters in connection with such qualification and in connection with
the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating
services for rating the Securities; (v) the cost of preparing the Securities and the
Guarantee; (vi) the fees and expenses of the Trustee and any agent of the Trustee and
the fees and disbursements of counsel for the Trustee in connection with the Indenture, the
Securities and the Guarantee; and (vii) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically provided for
in this Section. It is understood, however, that, except as provided in clause (iii) of
this Section, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs
and expenses, including the fees of their counsel, transfer taxes on resale of any of the
Securities and the Guarantee by them, and any advertising expenses connected with any offers
they may make. |
| 8. | The obligations of the Underwriters hereunder
shall be subject, in their discretion, to the condition that all representations and warranties
and other statements of the Company and the Guarantor herein are, at and as of the Time of
Delivery, true and correct, the condition that the Company and the Guarantor shall have each
performed all of its obligations hereunder theretofore to be performed, and the following
additional conditions: |
| (a) | The Prospectus shall have been filed with
the Commission pursuant to Rule 424(b) under the Act within the applicable time
period prescribed for such filing by the rules and regulations under the Act and in
accordance with Section 5(a) hereof; the final term sheet contemplated by Section 5(a) hereof,
and any other material required to be filed by the Company pursuant to Rule 433(d) under
the Act, shall have been filed with the Commission within the applicable time periods prescribed
for such filings by Rule 433; no stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no proceeding for that purpose shall
have been initiated or, to the Company’s knowledge, threatened by the Commission and
no notice of objection of the Commission to the use of the Registration Statement or any
post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall
have been received; no stop order suspending or preventing the use of the Prospectus or any
Issuer Free Writing Prospectus shall have been initiated or, to the Company’s knowledge,
threatened by the Commission; and all requests for additional information on the part of
the Commission shall have been complied with to your reasonable satisfaction. |
| (b) | Sullivan & Cromwell LLP, counsel
to the Underwriters, shall have furnished to you such written opinion and negative assurance
letter, dated the Time of Delivery, in form and substance satisfactory to you, with respect
to such matters as you may reasonably request, and such counsel shall have received such
papers and information as they may reasonably request to enable them to pass upon such matters. |
| (c) | Weil, Gotshal & Manges LLP, New York
counsel to the Company and the Guarantor, shall have furnished to you such written opinion
and negative assurance letter, dated the Time of Delivery, that will be substantially to
the effect set forth in Annex II. |
| (d) | Allen Overy Shearman Sterling SCS, société
en commandite simple, Luxembourg counsel to the Company, shall have furnished to you
such written opinion, dated the Time of Delivery, that will be substantially to the effect
set forth in Annex III. |
| (e) | Appleby (Bermuda) Limited, counsel to the
Guarantor, shall have furnished to you such written opinion, dated the Time of Delivery,
that will be substantially to the effect set forth in Annex IV. |
| (f) | John S. Jenkins, Jr., General Counsel
of the Guarantor, shall have furnished to you such written opinion, dated the Time of Delivery,
that will be substantially to the effect set forth in Annex V. |
| (g) | Bär & Karrer AG, Swiss counsel
to the Guarantor, shall have furnished to you such written opinion, dated the Time of Delivery,
that will be substantially to the effect set forth in Annex VI. |
| (h) | On the date of the Prospectus at a time prior
to the execution of this Agreement and also at the Time of Delivery, Deloitte &
Touche LLP shall have furnished to you a letter or letters, dated the respective dates of
delivery thereof, in form and substance satisfactory to you, to the effect set forth in Annex
I. |
| (i) | (i) None of the Company, the Guarantor
nor any subsidiary thereof shall have sustained since the date of the latest audited consolidated
financial statements included in the Pricing Prospectus any loss or interference with its
business from fire, explosion, flood or other calamity, whether or not covered by insurance,
or from any labor dispute or court or governmental action, order or decree, otherwise than
as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective
dates as of which information is given in the Pricing Prospectus there shall not have been
any material change in the capital stock or long-term debt of the Company, the Guarantor
or any subsidiary thereof or any change, or any development involving a prospective change,
in or affecting the general affairs, management, consolidated financial position, consolidated
shareholders’ equity or consolidated results of operations of the Guarantor, otherwise
than as set forth or contemplated in the Pricing Prospectus, the effect of which, in any
such case described in clause (i) or (ii), is in your judgment so material and adverse
as to make it impracticable or inadvisable to proceed with the offering or the delivery of
the Securities on the terms and in the manner contemplated in this Agreement and in the Prospectus. |
| (j) | On or after the Applicable Time (i) no
downgrading shall have occurred in the rating accorded to such debt securities or preferred
stock of the Company or the Guarantor by any “nationally recognized statistical rating
organization”, as that term is defined by the Commission under Section 3(a)(62)
of the Exchange Act, and (ii) no such organization shall have publicly announced that
it has under surveillance or review, with possible negative implications, its rating of any
of the Company’s or the Guarantor’s debt securities or preferred stock. |
| (k) | On or after the Applicable Time there shall
not have occurred any of the following: (i) a suspension or material limitation in trading
in securities generally on the New York Stock Exchange; (ii) a general moratorium on
commercial banking activities declared by either Federal or New York State authorities or
a material disruption in commercial banking or securities settlement or clearance services
in the United States; (iii) the outbreak or escalation of hostilities involving the
United States or the declaration by the United States of a national emergency or war; or
(iv) the occurrence of any other calamity or crisis or any change in financial, political
or economic conditions in the United States or elsewhere, if the effect of any such event
specified in clause (iii) or (iv) in your judgment makes it impracticable or inadvisable
to proceed with the offering or the delivery of the Securities on the terms and in the manner
expressly contemplated in the Prospectus. |
| (l) | The Company shall have furnished or caused
to be furnished to you at the Time of Delivery certificates satisfactory to you as to the
accuracy of the representations and warranties of the Guarantor and the Company herein at
and as of such Time of Delivery, as to the performance by the Guarantor and the Company of
all of its obligations hereunder to be performed at or prior to such Time of Delivery, as
to the matters set forth in subsections (a) and (i) of this Section and as
to such other matters as you may reasonably request. |
| 9. | (a) The Company and the Guarantor, jointly
and severally, agree to indemnify and hold harmless each Underwriter against any losses,
claims, damages or liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, any Preliminary Prospectus,
the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer
Free Writing Prospectus or any “issuer information” filed or required to be filed
pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission
or alleged omission to state therein a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, and will reimburse
each Underwriter for any legal or other expenses reasonably incurred by such Underwriter
in connection with investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company and the Guarantor shall not be
liable in any such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement or omission or alleged
omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus
or the Prospectus, or any such amendment or supplement thereto, or any Issuer Free Writing
Prospectus, in reliance upon and in conformity with written information furnished to the
Company or the Guarantor by any Underwriter through the Representatives expressly for use
therein. |
| (b) | Each Underwriter severally and not jointly
will indemnify and hold harmless the Company and the Guarantor against any losses, claims,
damages or liabilities to which the Company or the Guarantor may become subject, under the
Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement, any Preliminary Prospectus, the
Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer
Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission
to state therein a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, in each case to the extent,
but only to the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the
Pricing Prospectus or the Prospectus, or any such amendment or supplement, or any Issuer
Free Writing Prospectus in reliance upon and in conformity with written information furnished
to the Company or the Guarantor by such Underwriter through the Representatives expressly
for use therein; it being understood and agreed that the only such information furnished
by any Underwriter consists exclusively of the second and third sentences of the third paragraph
(concerning the terms of the offering by the Underwriters), the second sentence of the fourth
paragraph (concerning market making by the Underwriters) and the sixth, seventh and eighth
paragraphs (concerning short sales, stabilizing transactions and purchases to cover positions
created by short sales by the Underwriters) under the caption “Underwriting”
in the Prospectus; and will reimburse the Company and the Guarantor for any legal or other
expenses reasonably incurred by the Company or the Guarantor in connection with investigating
or defending any such action or claim as such expenses are incurred. |
| (c) | Promptly after receipt by an indemnified party
under subsection (a) or (b) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under such subsection.
In case any such action shall be brought against any indemnified party and it shall notify
the indemnifying party of the commencement thereof, the indemnifying party shall be entitled
to participate therein and, to the extent that it shall wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory
to such indemnified party, and, after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying party shall not
be liable to such indemnified party under such subsection for any legal expenses of other
counsel or any other expenses, in each case, subsequently incurred by such indemnified party,
in connection with the defense thereof other than reasonable costs of investigation. The
indemnifying party shall not be liable for any settlement of any proceeding effected without
its written consent, which consent shall not be unreasonably withheld, but if settled with
such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees
to indemnify the indemnified party from and against any loss or liability by reason of such
settlement or judgment. No indemnifying party shall, without the written consent of the indemnified
party, effect the settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which indemnification
or contribution may be sought hereunder (whether or not the indemnified party is an actual
or potential party to such action or claim) unless such settlement, compromise or judgment
(i) includes an unconditional release of the indemnified party from all liability arising
out of such action or claim and (ii) does not include a statement as to, or an admission
of, fault, culpability or a failure to act, by or on behalf of any indemnified party. |
| (d) | If the indemnification provided for in this
Section 9 is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or liabilities
(or actions in respect thereof) referred to therein, then each indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative benefits received by the Company and the Guarantor on the one hand
and the Underwriters on the other from the offering of the Securities. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection (c) above, then
each indemnifying party shall contribute to such amount paid or payable by such indemnified
party in such proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Company and the Guarantor on the one hand and the Underwriters
on the other in connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company and the Guarantor
on the one hand and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received by the Company
and the Guarantor bear to the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the Prospectus. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Company and the Guarantor on the one hand or the Underwriters on the other
and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company, the Guarantor and the Underwriters
agree that it would not be just and equitable if contribution pursuant to this subsection
(d) were determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this subsection (d). The amount paid
or payable by an indemnified party as a result of the losses, claims, damages or liabilities
(or actions in respect thereof) referred to above in this subsection (d) shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. Notwithstanding the provisions
of this subsection (d), no Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Securities purchased by it and distributed
to investors were offered to investors exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations
in this subsection (d) to contribute are several in proportion to their respective purchasing
obligations and not joint. |
| (e) | The obligations of the Company and the Guarantor
under this Section 9 shall be in addition to any liability which the Company or the
Guarantor may otherwise have and shall extend, upon the same terms and conditions, to any
affiliate of each Underwriter and each person, if any, who controls any Underwriter within
the meaning of the Act and each broker dealer affiliate of any Underwriter; and the obligations
of the Underwriters under this Section 9 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company or the Guarantor, as the case may
be, and to each person, if any, who controls the Company or the Guarantor, as the case may
be, within the meaning of the Act. |
| 10. | (a) If any Underwriter shall default in
its obligation to purchase the Securities which it has agreed to purchase hereunder, you
may in your discretion arrange for you or another party or other parties to purchase such
Securities on the terms contained herein. If within thirty-six hours after such default by
any Underwriter you do not arrange for the purchase of such Securities, then the Company
shall be entitled to a further period of thirty-six hours within which to procure another
party or other parties satisfactory to you to purchase such Securities on such terms. In
the event that, within the respective prescribed periods, you notify the Company that you
have so arranged for the purchase of such Securities, or the Company notifies you that it
has so arranged for the purchase of such Securities, you or the Company shall have the right
to postpone the Time of Delivery for a period of not more than seven days, in order to effect
whatever changes may thereby be made necessary in the Prospectus, or in any other documents
or arrangements, and the Company and the Guarantor agree to prepare promptly any amendments
to the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter”
as used in this Agreement shall include any person substituted under this Section with
like effect as if such person had originally been a party to this Agreement with respect
to such Securities. |
| (b) | If, after giving effect to any arrangements
for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and
the Company as provided in subsection (a) above, the aggregate principal amount of such
Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal
amount of all the Securities, then the Company shall have the right to require each non-defaulting
Underwriter to purchase the principal amount of Securities which such Underwriter agreed
to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase
its pro rata share (based on the principal amount of Securities which such Underwriter agreed
to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for
which such arrangements have not been made; but nothing herein shall relieve a defaulting
Underwriter from liability for its default. |
| (c) | If, after giving effect to any arrangements
for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and
the Company as provided in subsection (a) above, the aggregate principal amount of Securities
which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the
Securities, or if the Company shall not exercise the right described in subsection (b) above
to require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter
or Underwriters, then this Agreement shall thereupon terminate, without liability on the
part of any non-defaulting Underwriter or the Company or the Guarantor, except for the expenses
to be borne by the Company, the Guarantor and the Underwriters as provided in Section 7
hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing
herein shall relieve a defaulting Underwriter from liability for its default. |
| 11. | The respective indemnities, agreements, representations,
warranties and other statements of the Company, the Guarantor and the several Underwriters,
as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any investigation (or
any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling
person of any Underwriter, or the Company or the Guarantor, or any officer or director or
controlling person of the Company or the Guarantor, and shall survive delivery of and payment
for the Securities. |
| 12. | If this Agreement shall be terminated pursuant
to Section 10 hereof, neither the Company nor the Guarantor shall then be under any
liability to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any
other reason, the Securities are not delivered by or on behalf of the Company as provided
herein, the Company or the Guarantor will reimburse the Underwriters through you for all
out of pocket expenses approved in writing by you, including fees and disbursements of counsel,
reasonably incurred by the Underwriters in making preparations for the purchase, sale and
delivery of the Securities, but neither the Company nor the Guarantor shall then be under
further liability to any Underwriter except as provided in Sections 7 and 9 hereof. |
| 13. | In all dealings hereunder, you shall act on
behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely
upon any statement, request, notice or agreement on behalf of any Underwriter made or given
by you by the Representatives. All statements, requests, notices and agreements hereunder
shall be in writing, and if to the Underwriters shall be delivered or sent by mail or transmitted
and confirmed by any standard form of telecommunication to you as the Representatives in
care of BNP Paribas Securities Corp., 787 Seventh Avenue, New York, New York 10019, Attention:
Debt Syndicate Desk, Email: DL.US.Syndicate.Support@us.bnpparibas.com; Deutsche Bank
Securities Inc., 1 Columbus Circle, New York, New York 10019, Attention: Debt Capital Markets
Syndicate, with a copy to General Counsel, Email: dbcapmarkets.gcnotices@list.db.com;
and Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention:
Registration Department, Email: registration-syndops@ny.email.gs.com; if to the Company
shall be delivered or sent by mail or transmitted and confirmed by any standard form of electronic
transmission to the address of the Company set forth in the Prospectus, Attention: Secretary;
if to the Guarantor shall be delivered or sent by mail or transmitted and confirmed by any
standard form of electronic transmission to the address of the Guarantor set forth in the
Prospectus, Attention: Secretary. Any such statements, requests, notices or agreements shall
take effect upon receipt thereof. |
| | In accordance with the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain,
verify and record information that identifies their respective clients, including the Company, which information may include the name
and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective
clients. |
| | |
| 14. | This Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and the Guarantor and, to the
extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and
the Guarantor and each person who controls the Company or the Guarantor or any Underwriter,
and their respective heirs, executors, administrators, successors and assigns, and no other
person shall acquire or have any right under or by virtue of this Agreement. No purchaser
of any of the Securities from any Underwriter shall be deemed a successor or assign by reason
merely of such purchase. |
| 15. | In recognition of the U.S. Special Resolutions
Regimes, the Company, the Guarantor and each of the Underwriters agree that: |
| (a) | In the event that any Underwriter that is
a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime,
the transfer from such Underwriter of this Agreement, and any interest and obligation in
or under this Agreement, will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation,
were governed by the laws of the United States or a state of the United States. |
| (b) | In the event that any Underwriter that is
a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised
against such Underwriter are permitted to be exercised to no greater extent than such Default
Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were
governed by the laws of the United States or a state of the United States. |
| (c) | For the purposes of this Section 15, |
| (i) | “BHC Act Affiliate” has the
meaning assigned to the term “affiliate” in, and shall be interpreted in accordance
with, 12 U.S.C. § 1841(k); |
| (ii) | “Covered Entity” means any
of the following: (i) a “covered entity” as that term is defined in, and
interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered
bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b);
or (iii) a “covered FSI” as that term is defined in, and interpreted in
accordance with, 12 C.F.R. § 382.2(b); |
| (iii) | “Default Right” has the
meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R.
§§ 252.81, 47.2 or 382.1, as applicable; and |
| (iv) | “U.S. Special Resolution Regime”
means each of (i) the Federal Deposit Insurance Act and the regulations promulgated
thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection
Act and the regulations promulgated thereunder. |
| 16. | Notwithstanding and to the exclusion of any
other term of this Agreement or any other agreements, arrangements, or understandings between
the Company and/or the Guarantor and the UK Bail-in Party, each of the other parties to this
Agreement acknowledges and accepts that a UK Bail-in Liability arising under this Agreement
may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution authority,
and acknowledges, accepts, and agrees to be bound by: |
| (a) | the effect of the exercise of UK Bail-in
Powers by the relevant UK resolution authority in relation to any UK Bail-in Liability of
the UK Bail-in Party to the other parties under this Agreement, that (without limitation)
may include and result in any of the following, or some combination thereof: |
| i. | the reduction of all, or a portion, of
the UK Bail-in Liability or outstanding amounts due thereon; |
| ii. | the conversion of all, or a portion,
of the UK Bail-in Liability into shares, other securities or other obligations of the UK
Bail-in Party or another person, and the issue to or conferral on the other parties hereto
of such shares, securities or obligations; |
| iii. | the cancellation of the UK Bail-in Liability; |
| iv. | the amendment or alteration of any interest,
if applicable, thereon, the maturity or the dates on which any payments are due, including
by suspending payment for a temporary period; |
| (b) | the variation of the terms of this Agreement, as deemed necessary
by the relevant UK resolution authority, to give effect to the exercise of UK Bail-in Powers
by the relevant UK resolution authority. |
For the purposes of this Section 16:
“UK Bail-in Legislation”
means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating to the resolution of unsound
or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration
or other insolvency proceedings);
“UK Bail-in Liability”
means a liability in respect of which the UK Bail-in Powers may be exercised;
“UK Bail-in Party”
means Standard Chartered Bank; and
“UK
Bail-in Powers” means the powers under the UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that
is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of
such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares,
securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if
a right had been exercised under it or to suspend any obligation in respect of that liability.
| 17. | Time shall be of the essence of this Agreement.
As used herein, the term “business day” shall mean any day when the Commission’s
office in Washington, D.C. is open for business. |
| 18. | Each of the Company and the Guarantor acknowledges
and agrees that (i) the purchase and sale of the Securities and the Guarantee pursuant
to this Agreement is an arm’s-length commercial transaction between the Company and
the Guarantor, on the one hand, and the several Underwriters, on the other, (ii) in
connection therewith and with the process leading to such transaction each Underwriter is
acting solely as a principal and not the agent or fiduciary of the Company or the Guarantor,
(iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of
the Company or the Guarantor with respect to the offering contemplated hereby or the process
leading thereto (irrespective of whether such Underwriter has advised or is currently advising
the Company or the Guarantor on other matters) or any other obligation to the Company except
the obligations expressly set forth in this Agreement and (iv) each of the Company and
the Guarantor has consulted its own legal and financial advisors to the extent it deemed
appropriate. Each of the Company and the Guarantor agrees that it will not claim that the
Underwriter, or any of them, has rendered advisory services of any nature or respect, or
owes a fiduciary or similar duty to the Company or the Guarantor, in connection with such
transaction or the process leading thereto. |
| 19. | This Agreement supersedes all prior agreements
and understandings (whether written or oral) between the Company or the Guarantor and the
Underwriters, or any of them, with respect to the subject matter hereof. |
| 20. | This Agreement shall be governed by and
construed in accordance with the laws of the State of New York. |
| 21. | The Company, the Guarantor and each of the
Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby. |
| 22. | Each of the Company and the Guarantor irrevocably
submits to the non-exclusive jurisdiction of any New York State or United States Federal
court sitting in The City of New York over any suit, action or proceeding arising out of
or relating to this Agreement. Each of the Company and the Guarantor irrevocably waives,
to the full extent permitted by law, any objection which it may now or hereafter have to
the laying of venue of any such suit, action or proceeding brought in such a court and any
claim that any such suit, action or proceeding brought in such a court has been brought in
an inconvenient forum. To the extent that the Company or the Guarantor has or hereafter may
acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of
any court or from any legal process with respect to itself or its property, each of the Company
and the Guarantor irrevocably waives, to the full extent permitted by law, such immunity
in respect of any such suit, action or proceeding. Each of the Company and the Guarantor
hereby irrevocably appoints CT Corporation System, with offices at 28 Liberty Street, New
York, New York 10005, as its agent for service of process in any suit, action or proceeding
described in the preceding paragraph and agrees that service of process in any such suit,
action or proceeding may be made upon it at the office of such agent. Each of the Company
and the Guarantor waives, to the full extent permitted by law, any other requirements of
or objections to personal jurisdiction with respect thereto. Each of the Company and the
Guarantor represents and warrants that such agent has agreed to act as its agent for service
of process, and the Company and the Guarantor each agrees to take any and all action, including
the filing of any and all documents and instruments, that may be necessary to continue such
appointment in full force and effect. |
| 23. | If for the purposes of obtaining judgment
in any court it is necessary to convert a sum due hereunder into any currency other than
United States dollars, the parties hereto agree, to the fullest extent permitted by law,
that the rate of exchange used shall be the rate at which in accordance with normal banking
procedures the purchasers could purchase United States dollars with such other currency in
The City of New York on the business day preceding that on which final judgment is given.
The obligation of the Company and the Guarantor with respect to any sum due from either of
them to any Underwriter or any person controlling any Underwriter shall, notwithstanding
any judgment in a currency other than United States dollars, not be discharged until the
first business day following receipt by such Underwriter or controlling person of such Underwriter
of any sum in such other currency, and only to the extent that such Underwriter or controlling
person of such Underwriter may in accordance with normal banking procedures purchase United
States dollars with such other currency. If the United States dollars so purchased are less
than the sum originally due to such Underwriter or controlling person of such Underwriter
hereunder, the Company and the Guarantor jointly and severally agree, as a separate obligation
and notwithstanding any such judgment, to indemnify such Underwriter or controlling person
of such Underwriter against such loss. If the United States dollars so purchased are greater
than the sum originally due to such Underwriter or controlling person of such Underwriter
hereunder, such Underwriter or controlling person of such Underwriter agrees to pay to the
Guarantor an amount equal to the excess of the dollars so purchased over the sum originally
due to such Underwriter or controlling person of such Underwriter hereunder. |
| 24. | This Agreement may be executed by any one
or more of the parties hereto in any number of counterparts, each of which shall be deemed
to be an original, but all such respective counterparts shall together constitute one and
the same instrument. Counterparts may be delivered via facsimile, electronic mail (including
any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic
Transactions Act or other applicable law, e.g. www.docusign.com) or other transmission method
and any counterpart so delivered shall be deemed to have been duly and validly delivered
and be valid and effective for all purposes. |
| 25. | Notwithstanding anything herein to the contrary,
the Company and the Guarantor are authorized to disclose to any and all persons, the tax
treatment and tax structure of the potential transaction and all materials of any kind (including
tax opinions and other tax analyses) provided to the Company or the Guarantor relating to
that treatment and structure, without the Underwriters imposing any limitation of any kind.
However, any information relating to the tax treatment and tax structure shall remain confidential
(and the foregoing sentence shall not apply) to the extent necessary to enable any person
to comply with securities laws. For this purpose, “tax treatment” means U.S.
federal and state income tax treatment, and “tax structure” is limited to any
facts that may be relevant to that treatment. |
If the foregoing is in accordance
with your understanding, please sign and return to us a counterpart hereof, and upon the acceptance hereof by you, on behalf of each
of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters, the
Company and the Guarantor. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to
the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination
upon request, but without warranty on your part as to the authority of the signers thereof.
|
Very truly yours, |
|
|
|
|
TYCO ELECTRONICS
GROUP S.A. |
|
|
|
|
By: |
/s/
Jean-Jacques Fotzeu |
|
|
Name: |
Jean-Jacques Fotzeu |
|
|
Title: |
Director |
|
|
|
|
TE CONNECTIVITY
LTD. |
|
|
|
|
By: |
/s/
Heath A. Mitts |
|
|
Name: |
Heath A. Mitts |
|
|
Title: |
Executive Vice President and
|
|
|
|
Chief Financial Officer |
[Signature Page to
Underwriting Agreement]
Accepted as of the date hereof:
BNP Paribas securities
corp. |
|
|
|
By: |
/s/ Rafael Ribeiro |
|
|
Name: |
Rafael Ribeiro |
|
|
Title: |
Managing Director |
|
[Signature Page to
Underwriting Agreement]
DEUTSCHE BANK SECURITIES INC.
By: |
/s/
Brendan Murphy |
|
|
Name: |
Brendan Murphy |
|
|
Title: |
Managing Director / Debt Syndicate
Deutsche Bank Securities Inc. |
|
|
|
By: |
/s/
Matthew J. Siracuse |
|
|
Name: |
Matthew J. Siracuse |
|
|
Title: |
Managing Director / Debt Syndicate |
|
|
|
Deutsche Bank Securities Inc. |
|
[Signature Page to
Underwriting Agreement]
GOLDMAN SACHS &
CO. LLC |
|
|
|
By: |
/s/
Jonathan Zwart |
|
|
Name: |
Jonathan Zwart |
|
|
Title: |
Managing Director |
|
|
|
|
|
On behalf of each
of the Underwriters |
|
[Signature Page to Underwriting Agreement]
SCHEDULE I
| |
Principal
Amount of
Securities to be
Purchased | |
BNP Paribas Securities Corp. | |
$ | 79,450,000 | |
Deutsche Bank Securities Inc. | |
$ | 79,450,000 | |
Goldman Sachs & Co. LLC | |
$ | 79,450,000 | |
Barclays Capital Inc. | |
$ | 14,000,000 | |
BofA Securities, Inc. | |
$ | 14,000,000 | |
Citigroup Global Markets Inc. | |
$ | 14,000,000 | |
J.P. Morgan Securities LLC | |
$ | 14,000,000 | |
Scotia Capital (USA) Inc. | |
$ | 14,000,000 | |
Academy Securities, Inc. | |
$ | 7,000,000 | |
Commerz Markets LLC | |
$ | 7,000,000 | |
Loop Capital Markets LLC | |
$ | 7,000,000 | |
Standard Chartered Bank | |
$ | 7,000,000 | |
WauBank Securities LLC | |
$ | 7,000,000 | |
Intesa Sanpaolo IMI Securities Corp. | |
$ | 6,650,000 | |
| |
| | |
Total | |
$ | 350,000,000 | |
SCHEDULE II
| (a) | Materials other than the Pricing Prospectus
that comprise the Pricing Disclosure Package: |
Final Term Sheet for the Securities
| (b) | Approved Issuer Free Writing Prospectuses: |
Final Term Sheet for the Securities
Net Roadshow of July 30, 2024
SCHEDULE III
Filed pursuant to Rule 433
July 30, 2024
Relating to
Preliminary Prospectus Supplement dated July 30, 2024 to
Prospectus dated December 20, 2023
Registration Statement No. 333-276160
Tyco Electronics Group S.A.
$350,000,000 4.625% Senior Notes due 2030
Fully and Unconditionally Guaranteed by
TE Connectivity Ltd.
Pricing Term Sheet
Issuer: |
Tyco Electronics Group S.A. |
Guarantor: |
TE Connectivity Ltd. |
Offering Format: |
SEC Registered |
Size: |
$350,000,000 aggregate principal amount of 4.625% senior notes due 2030 (the “Notes”) |
Maturity Date: |
February 1, 2030 |
Coupon: |
4.625% per annum |
Price to Public: |
99.459% of face amount |
Yield to Maturity: |
4.738% |
Spread to Benchmark Treasury: |
70 basis points |
Benchmark Treasury: |
UST 4.000% due 2029 |
Benchmark Treasury Price/Yield: |
99-26+ / 4.038% |
Interest Payment Dates: |
February 1 and August 1, commencing on February 1, 2025 |
Optional Redemption: |
The Issuer may redeem the Notes, in whole
or in part, at its option at any time prior to January 1, 2030 (1 month prior to the maturity date of the notes) at the make-whole
redemption price equal to the greater of 100% of the principal amount of the Notes to be redeemed and a make-whole amount based on
a discount rate equal to Treasury Rate plus 15 basis points, plus accrued and unpaid interest, if any, to, but excluding, the redemption
date. |
|
In
addition, the Issuer may redeem the notes, in whole or in part, at its option at any time
on or after January 1, 2030 (1 month prior to the maturity date of the notes) at a redemption
price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and
unpaid interest thereon to, but excluding, the redemption date.
The Issuer may also redeem all, but not less
than all, of the notes in the event of certain tax changes affecting the notes. |
Change of Control: |
Upon the occurrence of a Change of Control Triggering Event, unless the Issuer
has exercised its right to redeem the Notes, the Issuer will be required to make an offer to purchase the Notes at a price equal
to 101% of the principal amount plus accrued and unpaid interest to the date of repurchase. |
Trade Date: |
July 30, 2024 |
Settlement Date: |
August 2, 2024 (T+3)* |
CUSIP: |
902133 BA4 |
ISIN: |
US902133BA46 |
Denominations: |
$2,000 x $1,000 |
Joint Book-Running Managers: |
BNP Paribas Securities Corp.
Deutsche Bank Securities Inc.
Goldman Sachs & Co. LLC |
Senior Co-Managers: |
Barclays Capital Inc.
BofA Securities, Inc.
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Scotia Capital (USA) Inc. |
Co-Managers: |
Academy Securities, Inc.
Commerz Markets LLC
Loop Capital Markets LLC
Standard Chartered Bank
WauBank Securities LLC
Intesa Sanpaolo IMI Securities Corp. |
* Under Rule 15c6-1 under the Securities
Exchange Act of 1934, as amended, trades in the secondary market are required to settle in one New York business day, unless the parties
to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to the delivery of the Notes hereunder
will generally be required, by virtue of the fact that the Notes initially settle on the third business day following the Trade Date
(“T+3”), to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers
of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their advisors.
The issuer has filed a registration statement
(including a base prospectus and a prospectus supplement) with the U.S. Securities and Exchange Commission (SEC) for the offering to
which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the prospectus in that
registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this
offering. You may get these documents for free by visiting EDGAR on the SEC web site at http://www.sec.gov. Alternatively, the issuer,
any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you
request it by calling BNP Paribas Securities Corp. toll free at 1-800-854-5674, Deutsche Bank Securities Inc. toll free at 1-800-503-4611
or Goldman Sachs & Co. LLC collect at 1-866-471-2526.
No PRIIPs KID – No PRIIPs key information
document (KID) has been prepared as not available to retail investors in EEA.
No UK PRIIPs KID – No UK PRIIPs
key information document (KID) has been prepared as not available to retail investors in the United Kingdom.
SCHEDULE IV
Significant Subsidiaries:
TE Connectivity Solutions GmbH
TE Connectivity Corporation
Tyco Electronics (Shanghai) Co., Ltd.
ANNEX I
Deloitte & Touche Comfort Letter
[Separately Attached]
ANNEX II
Form of Weil Gotshal Opinion and Negative
Assurance Letter Pursuant to Section 8(c)
The opinion and negative
assurance letter, as applicable, of Weil, Gotshal & Manges LLP, New York counsel for the Company and the Guarantor, to be delivered
pursuant to Section 8(c) of the Underwriting Agreement shall be to the effect that:
1. The
execution and delivery by the Company and the Guarantor of the Underwriting Agreement, the Twentieth Supplemental
Indenture, the Notes and the Guarantee, as the case may be, and the performance by the Company and the Guarantor of their respective
obligations thereunder and under the Base Indenture will not conflict with, constitute a default under or violate (i) any of the
terms, conditions or provisions of any document listed on Schedule A hereto; or (ii) the laws of the State of New York or any federal
law or regulation (other than federal and state securities or Blue Sky laws, as to which we express no opinion in this paragraph).
2. The
Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended. Assuming due authorization, execution and delivery
by the Trustee, the Indenture constitutes the legal, valid and binding obligation of each of the Company and the Guarantor, enforceable
against the Company and the Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability,
to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).
3. The
Notes, when duly authorized, executed and delivered by the Company and issued to and paid for by the Underwriters, in accordance with
the Underwriting Agreement, and, assuming due authentication by the Trustee in accordance with the provisions of the Indenture, constitute
the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies
generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good
faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and will be entitled to the
benefits of the Indenture.
4. The
Guarantee, when duly authorized, executed and delivered by the Guarantor and, assuming due authentication of the Notes by the Trustee
in accordance with the provisions of the Indenture, constitutes the legal, valid and binding obligation of the Guarantor, enforceable
against the Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles
of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought
in a proceeding at law or in equity), and will be entitled to the benefits of the Indenture.
5. No
consent, approval, waiver, license or authorization or other action by or filing with any federal or New York corporate governmental
authority is required in connection with the execution and delivery by the Company and the Guarantor of the Underwriting Agreement, the
Twentieth Supplemental Indenture, the Notes and the Guarantee and the consummation by the Company
and the Guarantor of the transactions contemplated thereby or the performance by the Company and the Guarantor of their respective obligations
thereunder and under the Base Indenture, except for those in connection with federal and state securities or Blue Sky laws, as to which
we express no opinion in this paragraph, and those already obtained or made.
6. The
statements set forth in the Time of Sale Prospectus and the Prospectus under the captions “Description of the Notes and the Guarantee,”
“Benefit Plan Investor Considerations” and “Underwriting” insofar as such statements constitute summaries of
the legal matters, documents or proceedings referred to therein, fairly summarize the matters referred to therein in all material respects.
The statements set forth in the Time of Sale Prospectus and the Prospectus under the caption “Certain Tax Considerations—Certain
U.S. Federal Income Tax Considerations,” insofar as they constitute summaries of matters of U.S. federal income tax law or legal
conclusions with respect thereto, and subject to the limitations set forth therein, fairly summarize the matters referred to therein
in all material respects.
7. Neither
the Company nor the Guarantor is, and immediately following the consummation of the transactions contemplated by the Underwriting Agreement
neither will be, an “investment company” under the Investment Company Act of 1940, as amended.
8. The
Registration Statement has become effective under the Securities Act of 1933, as amended, and we are not aware of any stop order suspending
the effectiveness of the Registration Statement.
Negative Assurance Letter:
Subject to the foregoing, we confirm to you
that, on the basis of the information we gained in the course of performing the services referred to above, no facts have come to our
attention which cause us to believe that (i) the Registration Statement or the Prospectus, each as of the date of the Underwriting
Agreement, does not comply as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the
Rules and Regulations thereunder, (ii) the Registration Statement (including the Incorporated Documents), as of the date of
the Underwriting Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (iii) the Time of Sale Prospectus (including the Incorporated
Documents), as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iv) the
Prospectus (including the Incorporated Documents), as of the date of the Prospectus Supplement or as of the date hereof, contained or
contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading.
ANNEX III
Form of Allen Overy Shearman Sterling
SCS Opinion Pursuant to Section 8(d)
The opinion of Allen Overy
Shearman Sterling SCS, société en commandite simple, special Luxembourg counsel for the Company, to be delivered
pursuant to Section 8(d) of the Underwriting Agreement shall be to the effect that:
| (1) | The Company is a public limited liability
company (société anonyme) duly incorporated and validly existing under
the laws of Luxembourg for an unlimited duration, with corporate power and authority under
the laws of Luxembourg to own and operate its properties and to enter into and perform its
obligations under each Opinion Document. |
| (2) | In accordance with the corporate documents
reviewed by us (including a copy of a director’s certificate dated [·]
2024), the Company has on [·] 2024 an issued
subscribed share capital of USD 500,000 and a premium amount of USD [·]
standing to the credit of its premium reserve account, and all of the issued shares of share
capital of the Company have been duly and validly authorised and issued and are fully paid
and non-assessable. |
| (3) | The Company has the corporate power and
authority under the laws of Luxembourg to enter into, execute and deliver the Opinion Documents
and to perform its obligations thereunder. |
| (4) | The Opinion Documents have been duly authorised,
executed and delivered on behalf of the Company. |
| (5) | The execution and delivery by the Company
of the Opinion Documents, the issuance by the Company of the Securities and the compliance
by the Company with the terms and conditions of the Opinion Documents do not (as a matter
of Luxembourg law) contravene any applicable law or regulation of Luxembourg and do not contravene
or constitute a default under the Articles or, to our best knowledge and relying on the statements
made in the Director’s Certificate, under any agreement or instrument governing debt
of the Company or any other material agreement, injunction, order, decree or other instrument
binding upon the Company. |
| (6) | Each Opinion Document constitutes, subject
to its validity, legality and enforceability under New York law by which it is expressed
to be governed, a valid and binding agreement of the Company and is enforceable. |
| (7) | Each Opinion Document is in proper legal
form under the laws of Luxembourg for the enforcement thereof against the Company under the
laws of Luxembourg. |
| (8) | Subject to qualification [ ], it is not
necessary in order to ensure the legality, validity, enforceability or admissibility in evidence
of any of the Opinion Documents that any of them or any other document in respect thereof
be notarised or subject to any other formality or be filed, recorded, registered or enrolled
with any court or official authority in Luxembourg or that any other action be taken in relation
to the same or any of them. |
| (9) | The choice of the laws of the State of
New York to govern the Opinion Documents is a valid and binding choice of law and will be
recognised, upheld and applied by the courts of Luxembourg. |
| (10) | Subject to qualification [ ] below, if
the Opinion Documents were sued upon before a court in Luxembourg (if having jurisdiction),
such court would recognise and give effect to the provisions in the Opinion Documents whereby
they are expressed to be governed, and construed in accordance with, the laws of the State
of New York. |
| (11) | The provisions in the Opinion Documents
for the submission to the jurisdiction of the courts of the State of New York and the United
States are valid and binding on the Company. |
| (12) | Subject to qualification [ ] below, any
final and conclusive judgment obtained in any federal or New York State court, arising out
of or in relation to the obligations of the Company under the Opinion Documents, would be
enforceable in Luxembourg against the Company, subject to the exequatur (enforcement)
procedure set out in the relevant provisions of the Luxembourg New Civil Procedure Code. |
| (13) | Under the laws of Luxembourg, none of
the parties to the Opinion Documents will be deemed to be resident, domiciled, carrying on
any commercial activity or subject to taxation in Luxembourg solely as a result of the execution,
delivery and performance of any of the Opinion Documents. |
| (14) | It is not necessary under the laws of
Luxembourg that any of the parties to the Opinion Documents be authorised or qualified to
carry on business in Luxembourg (i) by reason of the execution of any Opinion Document
and (ii) in order to enable it to enforce its rights under such Opinion Document. |
| (15) | The Company is not entitled to claim
immunity from suit, execution, attachment or other legal process in the courts of Luxembourg,
whether generally or in relation to any specific property. |
| (16) | Subject to qualification [ ] below, service
of process against the Company effected in the manner set forth in the Opinion Documents
will be effective as valid service of process on the Company. |
| (17) | According to the Certificate, on the
day immediately prior to the date of issuance of such Certificate, there were no records
at the Register of any order or decision regarding, amongst others, a (i) bankruptcy
adjudication against the Company, (ii) moratorium or reprieve from payment (sursis
de paiement), (iii) judicial reorganisation (réorganisation judiciaire)
or (iv) administrative dissolution without liquidation (dissolution administrative
sans liquidation). |
In addition, the Search did not reveal
any (i) actions for a voluntary or compulsory liquidation of the Company and/or (ii) steps to appoint a liquidator or a similar
officer to wind up the Company at that date and time on record on the internet site of the Register.
| (18) | The information in the Prospectus Supplement
under the section “Certain Tax Considerations” under the sub-heading “Luxembourg”,
in so far as it purports to describe the key provisions of Luxembourg law referred to therein,
constitutes a fair summary of those provisions. |
ANNEX IV
Form of Appleby Opinion Pursuant to Section 8(e)
The opinion of Appleby (Bermuda)
Limited, counsel for the Guarantor, to be delivered pursuant to Section 8(e) of the Underwriting Agreement shall be to the
effect that:
| (1) | As at the date of execution of the Base Indenture
(Execution Date), and immediately prior to the Discontinuance, the Company was an
exempted company incorporated with limited liability and existing in good standing under
the laws of Bermuda. |
| (2) | As at the Execution Date the Company had all
requisite corporate power and authority to enter into, execute, deliver, and perform its
obligations under the Base Indenture executed on that date and to take all action as necessary
to complete the transactions contemplated thereby. |
| (3) | As at the Execution Date the execution and
delivery by the Company of the Base Indenture and the performance of the Company’s
obligations thereunder had been duly authorised by all necessary corporate action on the
part of the Company. |
| (4) | As at the Execution Date the Base Indenture
was duly executed by the Company, and constituted legal, valid and binding obligations of
the Company. |
| (5) | The Discontinuance
does not have the effect of revoking the 2007 Resolutions or the 2008 Resolutions or of otherwise
affecting their validity. |
| (6) | The 2007
Resolutions and the 2008 Resolutions authorize the issue and sale of one or more series of
Debt Securities. |
ANNEX V
Form of General Counsel Opinion Pursuant
to Section 8(f)
The opinion of John S. Jenkins, Jr., the General Counsel for
the Guarantor, to be delivered pursuant to Section 8(f) of the Underwriting Agreement shall be to the effect that:
| A. | Each Significant Subsidiary is validly
existing as a corporation or limited liability company under the laws of its jurisdiction
of incorporation or formation; and all of the issued shares of capital stock of each Significant
Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable,
and (except for directors’ qualifying shares) are owned directly or indirectly by the
Guarantor; and |
| B. | Each Significant Subsidiary of the Guarantor
organized under the laws of any of the United States is in good standing under the laws of
the jurisdiction of its incorporation, has the corporate power and authority to own its property
and to conduct its business as described in the Pricing Prospectus and the Prospectus (including
in each case the documents incorporated therein) and is duly qualified to transact business. |
ANNEX VI
Form of Swiss Counsel Opinion Pursuant
to Section 8(g)
The opinion of Bär & Karrer AG,
Swiss counsel for the Guarantor, to be delivered pursuant to Section 8(g) of the Underwriting Agreement shall be to the effect
that:
a) The
Guarantor is a corporation duly organised and validly existing under the laws of Switzerland, and is duly qualified to do business as
a corporation.
b) The
Guarantor has the full corporate power and authority to execute, deliver and perform the Underwriting Agreement, the Twentieth
Supplemental Indenture and the Guarantee to which it is a party, to own and hold its property and to engage in its business as
presently conducted.
c) The
Guarantor has taken all necessary corporate actions to authorize, execute and deliver the Underwriting Agreement, the Twentieth
Supplemental Indenture and the Guarantee and has validly signed the Underwriting Agreement, the Twentieth
Supplemental Indenture and the Guarantee in the form referred to in Section 1.
d) The
execution, delivery and performance of the Guarantor of the Subject Agreements, and compliance by it with the terms thereof, do not and
will not (i) violate any provision of its Articles of Association (Statuten), or (ii) contravene any provisions of any
applicable law, rule or regulation of the Swiss Confederation or the Canton of Schaffhausen.
e) No
consent, approval, authorisation, exemption or other action by, notice to, or registration or filing with, any governmental authority
of the Swiss Confederation or the Canton of Schaffhausen is required in connection with the due execution, delivery and performance by
the Guarantor of the Subject Agreements to which it is a party, the legality, validity or enforceability thereof or the consummation
of the transactions contemplated thereby.
f) The
choice of the laws of the State of New York by the Guarantor under the Subject Agreements is a valid choice of law and the Guarantor’s
submission to the jurisdiction of the courts of the State of New York pursuant to the Subject Agreements is valid and legally binding
on the Guarantor.
g) A
final and conclusive judgement of the courts of New York, rendered in an action brought against the Guarantor, will be recognized and
enforced upon request by the competent courts of Switzerland according to the Federal Act on International Private Law (the “IPLA”)
or the Convention on Jurisdiction and Enforcement of Judgments in Civil and Commercial Matters of 16 September 1988 (the “Lugano
Convention”), provided that the prerequisites of the IPLA or, as the case may be, the Lugano Convention are met.
h) Under
Swiss law neither the Guarantor nor any of its assets or property enjoys immunity on the grounds of sovereignty from any legal or other
proceedings whatsoever or from enforcement, execution or attachment in respect of its obligations under the Subject Agreements.
i) The
statements made in the Prospectus under the section “Certain Tax Considerations” under the sub-heading “Switzerland”
to the extent they summarize or are statements of Swiss law and legal conclusions thereunder have been reviewed by us and fairly present
the information disclosed therein in all material respects.
For the purposes of this opinion, the following items will be referred
to as the Subject Agreements
(i) the
Underwriting Agreement;
(ii) the Base
Indenture;
(iii) the
Twentieth Supplemental Indenture; and
(iv) the
guarantee to the Twentieth Supplemental Indenture, dated as of [·], 2024 as set forth
in Exhibit A to the Twentieth Supplemental Indenture.
Exhibit 4.1
EXECUTION VERSION
TYCO ELECTRONICS GROUP S.A.,
as Issuer
AND
TE CONNECTIVITY LTD.,
as Guarantor
AND
DEUTSCHE BANK TRUST
COMPANY AMERICAS,
as Trustee
TWENTIETH SUPPLEMENTAL INDENTURE
Dated as of August 2, 2024
$350,000,000 of 4.625% Senior Notes due 2030
THIS TWENTIETH SUPPLEMENTAL INDENTURE is dated
as of August 2, 2024 among TYCO ELECTRONICS GROUP S.A., a Luxembourg public limited liability company (société anonyme)
having its registered office at 46 Place Guillaume II, L-1648 Luxembourg and registered with the Luxembourg trade and companies register
(Registre de commerce et des sociétés, Luxembourg) under number B123549 (the “Company”), TE CONNECTIVITY
LTD. (“Parent”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (the “Trustee”).
RECITALS
A. Parent,
the Company and the Trustee executed and delivered an Indenture, dated as of September 25, 2007 (the “Base Indenture”),
to provide for the issuance by the Company from time to time of unsubordinated debt securities evidencing its unsecured indebtedness.
B. Pursuant
to a Board Resolution, the Company has authorized the issuance of $350,000,000 principal amount of 4.625% Senior Notes due 2030 (the “Offered
Securities”).
C. The
entry into this Twentieth Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Base Indenture.
D. Parent
and the Company desire to enter into this Twentieth Supplemental Indenture pursuant to (a) Section 9.01(i) of the Base
Indenture to establish the terms of the Offered Securities in accordance with Section 2.01 of the Base Indenture and to establish
the form of the Offered Securities in accordance with Section 2.02 of the Base Indenture, and (b) Section 9.01(f) of
the Base Indenture to change or eliminate certain provisions of the Base Indenture, it being acknowledged that such changes and eliminations
shall not be effective with respect to any outstanding Security of any series created prior to the execution of this Twentieth Supplemental
Indenture which is entitled to the benefit of such provision.
E. All
things necessary to make this Twentieth Supplemental Indenture a valid indenture and agreement according to its terms have been done.
F. In
connection with the proposed Merger, pursuant to the Base Indenture, upon the contribution by Parent of certain of its assets and liabilities,
including its 100% equity ownership of the Company, to New Swiss TE, New Swiss TE would assume all obligations of, and become the successor
to, Parent under its guarantee of the Offered Securities. References to Parent in this Twentieth Supplemental Indenture, upon the consummation
of the Merger, would include New Swiss TE as successor to Parent. In addition, upon the Merger, New Irish TE would unconditionally guarantee
the Offered Securities. References to New Irish TE in this Twentieth Supplemental Indenture are only applicable if the Merger is consummated.
NOW, THEREFORE, for and in consideration of the
foregoing premises, Parent, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective
holders from time to time of the Offered Securities as follows:
ARTICLE I
Section 1.1 Terms of Offered
Securities.
The following terms relate to the Offered Securities:
(1) The
Offered Securities constitute a series of securities having the title “4.625% Senior Notes due 2030”.
(2) The
initial aggregate principal amount of the Offered Securities that may be authenticated and delivered under the Base Indenture (except
for Offered Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Offered
Securities pursuant to Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $350,000,000.
(3) The
entire Outstanding principal of the Offered Securities shall be payable on February 1, 2030.
(4) The
rate at which the Offered Securities shall bear interest shall be 4.625% per year payable as set forth in the Offered Securities. The
date from which interest shall accrue on the Offered Securities shall be August 2, 2024 or the most recent Interest Payment Date
to which interest has been paid or provided for. The Interest Payment Dates for the Offered Securities shall be February 1 and August 1
of each year, beginning February 1, 2025. Interest shall be payable on each Interest Payment Date to the holders of record at the
close of business on the January 17 and July 17 prior to each Interest Payment Date (a “regular record date”).
The basis upon which interest shall be calculated shall be that of a 360-day year consisting of twelve 30-day months.
(5) The
Offered Securities shall be issuable in whole in the form of one or more registered Global Securities, and the Depositary for such Global
Securities shall be The Depository Trust Company, New York, New York. The Offered Securities shall be substantially in the form attached
hereto as Exhibit A the terms of which are hereby incorporated by reference. The Offered Securities shall be issuable in denominations
of $2,000 or any integral multiple of $1,000 in excess thereof.
(6) (A) Prior
to January 1, 2030 (one month prior to the maturity date) (the “Par Call Date”), the Company may redeem the Offered
Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of
principal and rounded to three decimal places) equal to the greater of:
(i) (a) the
sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date
(assuming the Offered Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and
[Twentieth Supplemental Indenture]
(ii) 100% of the principal amount of the Offered
Securities to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.
(B) On
or after the Par Call Date, the Company may redeem the Offered Securities, in whole or in part, at any time and from time to time, at
a redemption price equal to 100% of the principal amount of the Offered Securities being redeemed, plus accrued and unpaid interest thereon
to the redemption date.
(C) As
used herein:
“Treasury
Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following
two paragraphs:
The Treasury Rate shall be determined by the Company
after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors
of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent
day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”)
under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption
or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity
on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if
there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding
to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15
immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual
number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity
on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining
Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity
date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third Business Day preceding the redemption
date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the
rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding
such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as
applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury
securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with
a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding
the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States
Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States
Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices
for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the
terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average
of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury
security, and rounded to three decimal places.
[Twentieth Supplemental Indenture]
(D) The
Company’s actions and determinations in determining any redemption price shall be conclusive and binding for all purposes, absent
manifest error.
(7) Notwithstanding
Section 3.02 and Section 3.03 of the Base Indenture:
(A) Notice
of any redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s applicable
procedures) at least 10 days but not more than 60 days before the redemption date to each holder of the Offered Securities to be redeemed.
(B) Any
redemption or notice of redemption delivered pursuant to the terms of the Offered Securities and the Base Indenture, as supplemented by
this Twentieth Supplemental Indenture, may, at the Company’s discretion, be subject to one or more conditions precedent and, at
the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or
waived by the Company in its sole discretion) or the redemption date may not occur at all and such notice may be rescinded if all such
conditions shall not have been satisfied (or waived by the Company in its sole discretion).
(C) In
the case of a partial redemption, selection of the Offered Securities for redemption shall be made pro rata, by lot or by such
other method as the Trustee in its sole discretion deems appropriate and fair.
(D) No
Offered Securities of a principal amount of $2,000 or less shall be redeemed in part.
(E) If
any Offered Securities are to be redeemed in part only, the notice of redemption shall state the portion of the principal amount of the
Offered Securities to be redeemed.
(F) A
new Offered Security in a principal amount equal to the unredeemed portion of the Offered Securities shall be issued in the name of the
holder of the Offered Security upon surrender for cancellation of the original Offered Security. For so long as the Offered Securities
are held by a Depositary, the redemption of the Offered Securities shall be done in accordance with the policies and procedures of the
Depositary.
(G) Unless
the Company defaults in payment of the redemption price payable in accordance with Section 1.1(6) hereof, on and after
the redemption date, interest shall cease to accrue on the Offered Securities or portions thereof called for redemption.
[Twentieth Supplemental Indenture]
(H) If
any redemption date would otherwise be a day that is not a Business Day, the related payment of principal and interest shall be made on
the next succeeding Business Day as if it were made on the date such payment was due, and no interest shall accrue on the amounts so payable
for the period from and after such date to the next succeeding Business Day.
(I) At
least two Business Days prior to the date on which the Trustee shall deliver a notice of redemption to each Holder of Offered Securities
(or such lesser period as the Trustee may agree to), the Company shall provide the Trustee with such notice of redemption.
(8) The
Offered Securities will not have the benefit of any sinking fund.
(9) Except
as provided herein, the holders of the Offered Securities shall have no special rights in addition to those provided in the Base Indenture
upon the occurrence of any particular events.
(10) The
Offered Securities will be general unsecured and unsubordinated obligations of the Company and will be ranked equally among themselves.
(11) The
Offered Securities are not convertible into shares of common stock or other securities of the Company.
(12) The
additional Event of Default and restrictive covenants set forth in Sections 1.3 and 1.4 shall be applicable to the Offered Securities.
Section 1.2 Additional Defined
Terms.
As used herein, the following defined terms shall
have the following meanings with respect to the Offered Securities only:
“Accounts Receivable” of any
Person means the accounts receivable of such Person generated by the sale of inventory to third-party customers in the ordinary course
of business.
“Attributable Debt”, in connection
with a Sale and Lease-Back Transaction, as of any particular time, means the aggregate of present values (discounted at a rate that, at
the inception of the lease, represents the effective interest rate that the lessee would have incurred to borrow over a similar term the
funds necessary to purchase the leased assets) of the obligations of the Company or any Restricted Subsidiary for net rental payments
during the remaining term of the applicable lease, including any period for which such lease has been extended or, at the option of the
lessor, may be extended. The term “net rental payments” under any lease of any period shall mean the sum of the rental and
other payments required to be paid in such period by the lessee thereunder, not including any amounts required to be paid by such lessee,
whether or not designated as rental or additional rental, on account of maintenance and repairs, reconstruction, insurance, taxes, assessments,
water rates or similar charges required to be paid by such lessee thereunder or any amounts required to be paid by such lessee thereunder
contingent upon the amount of sales, maintenance and repairs, reconstruction, insurance, taxes, assessments, water rates or similar charges.
[Twentieth Supplemental Indenture]
“Below Investment Grade Rating Event”
means the Offered Securities are rated below an Investment Grade Rating by at least two of the Rating Agencies on any date from the date
of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice
of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Offered Securities is under
publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating
Event otherwise arising by virtue of a particular reduction in rating shall be deemed not to have occurred in respect of a particular
Change of Control (and thus shall be deemed not to be a Below Investment Grade Rating Event for purposes of the definition of Change of
Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not
publicly announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in
part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether
or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).
“Change of Control Triggering Event”
means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
“Change
of Control” means the occurrence of any of (1) the direct or indirect sale, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Parent
and its Subsidiaries taken as a whole to any person or group of persons for purposes of Section 13(d) of the Exchange Act other
than Parent or one of its Subsidiaries or a person controlled by Parent or one of its Subsidiaries; (2) consummation of any transaction
(including any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of
the Exchange Act) other than Parent’s or its Subsidiaries’ employee benefit plans, becomes the beneficial owner (as defined
in Rules 13(d)(3) and 13(d)(5) under the Exchange Act), directly or indirectly, of more than 50% of the outstanding voting
stock of Parent, measured by voting power rather than number of shares; or (3) the replacement of a majority of the Board of Directors
of Parent over a two-year period from the directors who constituted the Board of Directors of Parent at the beginning of such period,
and such replacement shall not have been approved by at least a majority of the Board of Directors of Parent then still in office (either
by a specific vote or by approval of a proxy statement in which such member was named as a nominee for election as a director, without
objection to such nomination) who either were members of such Board of Directors at the beginning of such period or whose election as
a member of such Board of Directors was previously so approved. Notwithstanding the foregoing, a transaction effected to create a holding
company for Parent will not be deemed to involve a Change of Control if: (1) pursuant to such transaction Parent becomes a direct
or indirect wholly-owned Subsidiary of such holding company and (2) the direct or indirect holders of the voting stock of such holding
company immediately following that transaction are substantially the same as the holders of Parent’s voting stock immediately prior
to that transaction. The Merger will not constitute a Change of Control. Following any such transaction, references in this definition
to Parent shall be deemed to refer to such holding company. For purposes of this definition, “voting stock” of any
specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital
stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.
[Twentieth Supplemental Indenture]
“Consolidated Net Worth” at
any date means total assets less total liabilities, in each case appearing on the most recently prepared consolidated balance sheet of
Parent and its subsidiaries as of the end of a fiscal quarter of Parent, prepared in accordance with United States generally accepted
accounting principles as in effect on the date of the consolidated balance sheet.
“Consolidated Tangible Assets”
at any date means total assets less all intangible assets appearing on the most recently prepared consolidated balance sheet of Parent
and its subsidiaries as of the end of a fiscal quarter of Parent, prepared in accordance with United States generally accepted accounting
principles as in effect on the date of the consolidated balance sheet. “Intangible assets” means the amount (if any) stated
under the heading “Intangible assets, net” or under any other heading of intangible assets separately listed, in each case
on the face of such consolidated balance sheet.
“Fitch” means Fitch Ratings, Ltd.
“Funded Indebtedness” means
any Indebtedness maturing by its terms more than one year from the date of the determination thereof, including any Indebtedness renewable
or extendible at the option of the obligor to a date later than one year from the date of the determination thereof.
“Indebtedness” means, without
duplication, the principal amount (such amount being the face amount or, with respect to original issue discount bonds or zero coupon
notes, bonds or debentures or similar securities, determined based on the accreted amount as of the date of the most recently prepared
consolidated balance sheet of Parent and its Subsidiaries as of the end of a fiscal quarter of Parent prepared in accordance with United
States generally accepted accounting principles as in effect on the date of such consolidated balance sheet) of (i) all obligations
for borrowed money, (ii) all obligations evidenced by debentures, notes or other similar instruments, (iii) all obligations
in respect of letters of credit or bankers’ acceptances or similar instruments or reimbursement obligations with respect thereto
(such instruments to constitute Indebtedness only to the extent that the outstanding reimbursement obligations in respect thereof are
collateralized by cash or cash equivalents reflected as assets on a balance sheet prepared in accordance with United States generally
accepted accounting principles), (iv) all obligations to pay the deferred purchase price of property or services, except (A) trade
and similar accounts payable and accrued expenses, (B) employee compensation, deferred compensation and pension obligations, and
other obligations arising from employee benefit programs and agreements or other similar employment arrangements, (C) obligations
in respect of customer advances received and (D) obligations in connection with earnout and holdback agreements, in each case in
the ordinary course of business, (v) all obligations as lessee to the extent capitalized in accordance with United States generally
accepted accounting principles, other than operating leases that prior to the adoption of ASC 842 would not have been capitalized, and
(vi) all Indebtedness of others consolidated in such balance sheet that is guaranteed by the Company or any of its Subsidiaries or
for which the Company or any of its Subsidiaries is legally responsible or liable (whether by agreement to purchase indebtedness of, or
to supply funds or to invest in, others).
[Twentieth Supplemental Indenture]
“Investment Grade Rating” means
a rating equal to or higher than BBB− (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB− (or
the equivalent) by S&P.
“Merger”
means Parent’s change of its jurisdiction of organization from Switzerland to Ireland in a transaction pursuant to which, following
the contribution of Parent’s assets to New Swiss TE, Parent will merge with and into New Irish TE, with New Irish TE to be the surviving
entity of such merger.
“Moody’s” means Moody’s
Investors Service, Inc.
“New
Irish TE” means TE Connectivity plc, an Irish public limited company and wholly-owned subsidiary of Parent, and references
to New Irish TE in this Twentieth Supplemental Indenture are only applicable if the Merger is consummated and New Irish TE shall have
become a party to the Indenture.
“New
Swiss TE” means TE Connectivity Switzerland Ltd., a Swiss corporation and wholly-owned subsidiary of Parent (and after
the Merger, a wholly-owned subsidiary of New Irish TE and successor to Parent), and references to New Swiss TE in this Twentieth Supplemental
Indenture are only applicable if the Merger is consummated and New Swiss TE shall have become a party to the Indenture.
“Non-Recourse Indebtedness”
means Indebtedness upon the enforcement of which recourse may be had by the holder(s) thereof only to identified assets of the Company,
Parent or New Irish TE or any Subsidiary of the Company, Parent or New Irish TE and not to the Company, Parent or New Irish TE or any
Subsidiary of the Company, Parent or New Irish TE personally (subject to, for the avoidance of doubt, customary exceptions contained in
non-recourse financings to the non-recourse nature of the obligations thereunder).
“Principal Property” means any
U.S. manufacturing, processing or assembly plant or any U.S. warehouse or distribution facility of the Parent or any of its Subsidiaries
that is used by any U.S. Subsidiary of the Company and (A) is owned by the Parent or any Subsidiary of the Parent on the date hereof,
(B) the initial construction of which has been completed after the date hereof, or (C) is acquired after the date hereof, in
each case, other than any such plants, facilities, warehouses or portions thereof, that in the opinion of the Board of Directors of the
Company, are not collectively of material importance to the total business conducted by the Parent and its subsidiaries as an entirety,
or that has a net book value (excluding any capitalized interest expense), on the date hereof in the case of clause (A) of this definition,
on the date of completion of the initial construction in the case of clause (B) of this definition or on the date of acquisition
in the case of clause (C) of this definition, of less than the greater of $50,000,000 and 0.50% of Consolidated Tangible Assets on
the consolidated balance sheet of Parent and its subsidiaries as of the applicable date.
“Qualifying
Subsidiary” means a U.S. Subsidiary, the total Accounts Receivable of which exceeds the greater of $2.5 million and 0.20% of
the amount stated under the heading “Accounts receivable, net of allowance for doubtful accounts,” or its equivalent,
appearing on the most recently prepared consolidated balance sheet of Parent and its Subsidiaries as of the end of a fiscal quarter of
Parent, prepared in accordance with United States generally accepted accounting principles.
[Twentieth Supplemental Indenture]
“Rating
Agencies” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or S&P ceases
to rate the Offered Securities or fails to make a rating of the Offered Securities publicly available for reasons outside of the Company’s
control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange
Act, selected by the Company (as certified by a resolution of the Company’s Board of Directors) as a replacement agency for Fitch,
Moody’s or S&P, or all of them, as the case may be.
“Restricted Subsidiary” means
any Subsidiary of the Company that owns or leases a Principal Property.
“Sale and Lease-Back Transaction”
means an arrangement with any Person providing for the leasing by the Company or a Restricted Subsidiary of any Principal Property whereby
such Principal Property has been or is to be sold or transferred by the Company or a Restricted Subsidiary to such Person other than Parent,
the Company, New Irish TE or any of their respective Subsidiaries; provided, however, that the foregoing shall not apply to any such arrangement
involving a lease for a term, including renewal rights, for not more than three years.
“S&P” means S&P Global
Ratings, a subsidiary of S&P Global Inc.
“U.S. Subsidiary” means any
Subsidiary organized under the laws of a jurisdiction of the United States or any political subdivision thereof.
Section 1.3 Additional Covenants.
The following additional covenants shall apply
with respect to the Offered Securities so long as any of the Offered Securities remain Outstanding (but subject to defeasance, as provided
in the Indenture):
(1) Limitation
on Liens.
The Company will not, and will not permit any Restricted
Subsidiary to, issue, assume or guarantee any Indebtedness that is secured by a mortgage, pledge, security interest, lien or encumbrance
(each a “lien”) upon any property that at the time of such issuance, assumption or guarantee constitutes a Principal
Property, and the Company will not, and will not permit any U.S. Subsidiary that at the time of such issuance, assumption or guarantee
is a Qualifying Subsidiary to, issue, assume or guarantee any Indebtedness that is secured by a lien upon such Qualifying Subsidiary’s
Accounts Receivable, or any shares of stock of or Indebtedness issued by any such Restricted Subsidiary or such Qualifying Subsidiary,
whether now owned or hereafter acquired, in each case without effectively providing that, for so long as such lien shall continue in existence
with respect to such secured Indebtedness, the Offered Securities (together with, if the Company shall so determine, any other Indebtedness
of the Company ranking equally with the Offered Securities, it being understood that for purposes hereof, Indebtedness which is secured
by a lien and Indebtedness which is not so secured shall not, solely by reason of such lien, be deemed to be of different ranking) shall
be equally and ratably secured by a lien ranking ratably with or equal to (or at the Company’s option prior to) such secured Indebtedness;
provided, however, that the foregoing covenant shall not apply to:
[Twentieth Supplemental Indenture]
(a) liens
existing on the date the Offered Securities are first issued;
(b) liens
on the stock, assets or Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary, unless created in contemplation
of such Person becoming a Restricted Subsidiary;
(c) liens
on any assets or Indebtedness of a Person existing at the time such Person is merged with or into or consolidated with or acquired by
the Company or a Restricted Subsidiary or at the time of a purchase, lease or other acquisition of the assets of a corporation or firm
as an entirety or substantially as an entirety by the Company or any Restricted Subsidiary;
(d) liens
on any Principal Property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary, or liens to secure
the payment of the purchase price of such Principal Property by the Company or any Restricted Subsidiary, or to secure any Indebtedness
incurred, assumed or guaranteed by the Company or a Restricted Subsidiary for the purpose of financing all or any part of the purchase
price of such Principal Property or improvements or construction thereon, which Indebtedness is incurred, assumed or guaranteed prior
to, at the time of or within one year after such acquisition (or in the case of real property, completion of such improvement or construction
or commencement of full operation of such property, whichever is later); provided, however, that in the case of any such acquisition,
construction or improvement, the lien shall not apply to any Principal Property theretofore owned by the Company or a Restricted Subsidiary,
other than the Principal Property so acquired, constructed or improved (and accessions thereto and improvements and replacements thereof
and the proceeds of the foregoing);
(e) liens
securing Indebtedness owing by any Subsidiary to the Company, Parent, New Irish TE or a Subsidiary of either thereof, by the Company to
Parent or by the Company to New Irish TE;
(f)
liens in favor of the United States or any State thereof, or any
department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of
any other country or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any
contract, statute, rule or regulation or to secure any Indebtedness incurred or guaranteed for the purpose of financing all or
any part of the purchase price (or, in the case of real property, the cost of construction or improvement) of the Principal Property
or assets subject to such liens (including liens incurred in connection with pollution control, industrial revenue or similar
financings);
[Twentieth Supplemental Indenture]
(g) pledges,
liens or deposits under workers’ compensation or similar legislation, and liens thereunder that are not currently dischargeable,
or in connection with bids, tenders, contracts (other than for the payment of money) or leases to which the Company or any Subsidiary
is a party, or to secure the public or statutory obligations of the Company or any Subsidiary, or in connection with obtaining or maintaining
self-insurance, or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions,
social security or similar matters, or to secure surety, performance, appeal or customs bonds to which the Company or any Subsidiary is
a party, or in litigation or other proceedings in connection with the matters heretofore referred to in this clause, such as interpleader
proceedings, and other similar pledges, liens or deposits made or incurred in the ordinary course of business;
(h) liens
created by or resulting from any litigation or other proceeding that is being contested in good faith by appropriate proceedings, including
liens arising out of judgments or awards against the Company or any Subsidiary with respect to which the Company or such Subsidiary in
good faith is prosecuting an appeal or proceedings for review or for which the time to make an appeal has not yet expired; or final unappealable
judgment liens which are satisfied within 15 days of the date of judgment; or liens incurred by the Company or any Subsidiary for the
purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or such Subsidiary is
a party;
(i) liens
for taxes or assessments or governmental charges or levies not yet due or delinquent; or that can thereafter be paid without penalty,
or that are being contested in good faith by appropriate proceedings; landlord’s liens on property held under lease; and any other
liens or charges incidental to the conduct of the business of the Company or any Subsidiary, or the ownership of their respective assets,
that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that, in the opinion of the
Board of Directors of the Company, do not materially impair the use of such assets in the operation of the business of the Company or
such Subsidiary or the value of such Principal Property or assets for the purposes of such business;
(j) liens
to secure the Company’s or any Subsidiary’s obligations under agreements with respect to interest rate swap, spot, forward,
future and option transactions, entered into in the ordinary course of business;
(k) liens
on (including securitization programs with respect to) accounts receivable (including any accounts receivable constituting or evidenced
by chattel paper, instruments or intangibles (as defined in the Uniform Commercial Code of the State of New York)) (i) existing at
the time of acquisition thereof by the Company or any U.S. Subsidiary or (ii) of a Person existing at the time such Person is merged
with or into or consolidated with or acquired by the Company or any U.S. Subsidiary; provided that such liens were in existence, or granted
or required to be granted or otherwise attach pursuant to any agreement in existence, prior to, and were not granted or such agreement
was not entered into (as applicable) in contemplation of, such acquisition, merger or consolidation and such liens do not extend to any
assets other than accounts receivable (including any accounts receivable constituting or evidenced by chattel paper, instruments or intangibles
(as so defined) and rights (contractual and other) and collateral related thereto and proceeds of the foregoing and any related deposit
accounts containing such proceeds);
[Twentieth Supplemental Indenture]
(l) liens
not permitted by the foregoing clauses (a) to (k), inclusive, if at the time of, and after giving effect to, the creation or
assumption of any such lien, the aggregate amount (without duplication) of all outstanding Indebtedness of the Company and its Restricted
Subsidiaries secured by all such liens on such Principal Properties and all outstanding Indebtedness of the Company and its Qualifying
Subsidiaries secured by all such liens on Accounts Receivable not so permitted by the foregoing clauses (a) through (k), inclusive,
together with the Attributable Debt in respect of Sale and Lease-Back Transactions permitted by paragraph (a) under subsection
(2) below do not exceed the greater of $1,500,000,000 and 10% of Consolidated Net Worth; and
(m) any
extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part, of any lien referred to in
the foregoing clauses (a) to (l), inclusive; provided, however, that the principal amount of Indebtedness secured thereby unless
otherwise excepted under clauses (a) through (l) shall not exceed the principal amount of Indebtedness (plus the amount
of any unused revolving credit or similar commitments) so secured at the time of such extension, renewal or replacement, and that such
extension, renewal or replacement shall be limited to all or a part of the assets (or any replacements therefor) that secured the lien
so extended, renewed or replaced (plus improvements and construction on real property).
(2) Limitation
on Sale/Leaseback Transactions.
The Company will not, and will not permit any Restricted
Subsidiary to, enter into any Sale and Lease-Back Transaction unless:
(a) the
Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness
secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale
and Lease-Back Transaction, without equally and ratably securing the Offered Securities pursuant to subsection (1) above; or
(b) the
direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal
Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property
or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or
acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than
at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the
Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the
amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal
amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement
and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day
period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking
fund or mandatory prepayment provisions.
[Twentieth Supplemental Indenture]
(3) Change
of Control Triggering Event.
(a) Upon
the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Offered Securities pursuant
to Section 1.1(6) hereof or Section 14.01 of the Base Indenture, each Holder will have the right to require that the Company
purchase all or a portion, in $1,000 increments (provided that any remaining principal amount thereof shall be at least the minimum
authorized denomination thereof), of such Holder’s Offered Securities pursuant to Section 1.3(3)(b) hereof (the “Change
of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any,
to the date of purchase.
(b) Within
30 days following the date upon which the Change of Control Triggering Event occurred, or at the Company’s option, prior to any
Change of Control, but after the public announcement of the Change of Control, the Company shall send, by first class mail, a notice to
each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall describe
the transaction or transactions that constitute the Change of Control and shall state:
(A) that
the Change of Control Offer is being made pursuant to this Section 1.3(3) of this Twentieth Supplemental Indenture;
(B) that
the Company is required to offer to purchase all of the outstanding principal amount of Offered Securities, the purchase price and, that
on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice
is mailed, other than as may be required by law (the “Change of Control Payment Date”), the Company shall repurchase
the Offered Securities validly tendered and not withdrawn pursuant to this Section 1.3(3);
(C) if
mailed prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control
Triggering Event occurring on or prior to the Change of Control Payment Date;
(D) that
any Offered Security not tendered or accepted for payment shall continue to accrue interest;
(E) that,
unless the Company defaults in making such payment, Offered Securities accepted for payment pursuant to the Change of Control Offer shall
cease to accrue interest after the Change of Control Payment Date;
(F) that
Holders electing to have an Offered Security purchased pursuant to a Change of Control Offer may elect to have all or any portion of such
Offered Security purchased;
(G) that
Holders of Offered Securities electing to have Offered Securities purchased pursuant to a Change of Control Offer shall be required to
surrender their Offered Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Offered
Security, or such other customary documents of surrender and transfer as the Company may reasonably request, duly completed, or transfer
the Offered Security by book-entry transfer, to the paying agent at the address specified in the notice prior to the close of business
on the third Business Day prior to the Change of Control Payment Date;
[Twentieth Supplemental Indenture]
(H) that
Holders shall be entitled to withdraw their election if the Company, the Depositary or the paying agent, as the case may be, receives,
not later than the expiration of the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Offered Security the Holder delivered for purchase and a statement that such Holder is withdrawing
its election to have such Offered Security purchased;
(I) that
Holders whose Offered Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased
portion of the Securities surrendered (or transferred by book-entry transfer); and
(J) the
CUSIP number or ISIN, if any, printed on the Offered Securities being repurchased and that no representation is made as to the correctness
or accuracy of the CUSIP number or ISIN, if any, listed in such notice or printed on the Offered Securities.
(c) The
Company will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise
in compliance with the requirements for such an offer made by the Company and such third party purchases all Offered Securities properly
tendered and not withdrawn under its offer.
(d) The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the repurchase of Offered Securities pursuant to a Change of
Control Offer. To the extent that any securities laws or regulations conflict with the provisions of this Section 1.3(3), the Company
shall comply with the applicable securities laws and regulations and shall be deemed not to have breached its obligations under this Section 1.3(3) by
virtue thereof.
(4) Redemption
Upon Changes in Withholding Taxes.
Solely with respect to the Offered Securities,
Section 14.01 of the Base Indenture shall be replaced in its entirety with the following:
(a) The
Offered Securities may be redeemed, as a whole but not in part, at the option of the Company, at a redemption price equal to 100% of the
principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 14.02),
if any, if:
(i) there
is an amendment to, or change in, the laws or regulations of Luxembourg, Switzerland, Ireland or any other jurisdiction in which
the Company, Parent, New Irish TE or any successor thereof may be organized,
or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”)
or any change in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding
by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company, Parent or New
Irish TE); provided that such amendment or change is first announced or takes effect after the date the Offered Securities are issued;
[Twentieth Supplemental Indenture]
(ii) as
a result of such amendment or change, the Company, Parent or New Irish TE has become, or there is a material probability that the
Company, Parent or New Irish TE will become, obligated to pay Additional Amounts on the next date on which any amount would be payable
with respect to the Offered Securities; and
(iii) such
obligation cannot be avoided by the use of commercially reasonable measures available to the Company, Parent or New Irish TE, as
the case may be.
(b) Prior
to the giving of any notice of redemption pursuant to this Section 14.01, the Company shall deliver to the Trustee:
(i) a
certificate signed by the Company, Parent or New Irish TE, as the case may be, stating that the obligation to pay Additional Amounts
cannot be avoided by the Company, Parent or New Irish TE, as the case may be, taking commercially reasonable measures available to it;
and
(ii) a
written opinion of independent legal counsel to the Company, Parent or New Irish TE, as the case may be, of recognized standing
to the effect that the Company, Parent or New Irish TE, as the case may be, has paid or there is a material probability that it will become
obligated to pay Additional Amounts as a result of a change, amendment, official interpretation or application described in clause
(a) above and that the Company, Parent or New Irish TE, as the case may be, cannot avoid the payment of such Additional Amounts
by taking commercially reasonable measures available to it.
(c) Following
the delivery of the certificate and opinion described in clause (b) above, the Company shall provide notice of such redemption
to each Holder of Offered Securities to be redeemed not less than 10 days, but not more than 60 days, prior to the date of redemption;
provided, however, that (i) no such notice of redemption may be given earlier than 60 days prior to the earliest date on which the
Company, Parent or New Irish TE, as the case may be, would be required to pay such Additional Amounts, and (b) at the time such notice
of redemption is given, such obligation to pay such Additional Amounts remains in effect.
Section 1.4 Events of Default.
For purposes of the Offered Securities and this Twentieth
Supplemental Indenture, Sections 6.01(a)(4), (5), (6) and (7) of the Base Indenture are hereby deleted and replaced with the
following:
[Twentieth Supplemental Indenture]
(4) default in the performance, or breach, of any covenant
or agreement of the Company, Parent or New Irish TE in respect of the Securities of such series and the related Guarantee (other than
(x) the failure to comply with any covenant or agreement contained in Section 314(a)(1) of the Trust Indenture Act or Section 5.03(a) or
(y) a default or breach that is specifically dealt with elsewhere in this Section 6.01), and continuance of such default or
breach for a period of 90 days after the date on which there has been given, by registered or certified mail, to the Company, Parent and
New Irish TE by the Trustee or to the Company, Parent, New Irish TE and the Trustee by the Holders of at least 25% in principal amount
of the Outstanding Securities of such series, a written notice specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder; or
(5) the Guarantee with respect to the Securities of
such series shall for any reason cease to be, or shall for any reason be asserted in writing by the Company, Parent or New Irish TE not
to be, in full force and effect and enforceable in accordance with its terms except to the extent contemplated by this Indenture and such
Guarantee; or
(6) a court having jurisdiction in the premises shall
enter a decree or order for relief in respect of the Company, Parent or New Irish TE in an involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator
(or similar official) of the Company, Parent or New Irish TE or for any substantial part of its property or ordering the winding up or
liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or
(7) the Company, Parent or New Irish TE shall commence
a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry
of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company, Parent or New Irish TE or for any substantial
part of its property, or make any general assignment for the benefit of creditors; or
The following additional event shall be established
and shall constitute an “Event of Default” under Section 6.01(a) of the Base Indenture with respect to the Offered
Securities so long as any of the Offered Securities remain Outstanding:
[Twentieth Supplemental Indenture]
(9) an event of default shall happen and be continuing
with respect to the Company’s, Parent’s or New Irish TE’s Indebtedness for borrowed money (other than Non-Recourse Indebtedness)
under any indenture or other instrument evidencing or under which the Company, Parent or New Irish TE shall have a principal amount outstanding
(such amount with respect to original issue discount bonds or zero coupon notes, bonds or debentures or similar securities based on the
accreted amount determined in accordance with United States generally accepted accounting principles and as of the date of the most recently
prepared consolidated balance sheet of the Company, Parent or New Irish TE, as the case may be) 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 the expiration
of any applicable grace period with respect thereto, or such Indebtedness shall have been accelerated so that the same shall have become
due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded
or annulled within ten Business Days after notice thereof shall have been given to the Company, Parent and New Irish TE by the Trustee,
or to the Company, Parent, New Irish TE and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding
Securities; provided that, if such event of default under such indenture or instrument shall be remedied or cured by the Company, Parent
or New Irish TE or waived by the requisite holders of such Indebtedness, then the Event of Default hereunder by reason thereof shall be
deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Trustee or any of
the Holders, and provided further, however, that subject to the provisions of Sections 7.01 and 7.02, the Trustee shall not be charged
with knowledge of any such event of default unless written notice thereof shall have been given to the Trustee by the Company, Parent
or New Irish TE, as the case may be, by the holder or an agent of the holder of any such Indebtedness, by the trustee then acting under
any indenture or other instrument under which such default shall have occurred, or by the Holders of not less than 25% in the aggregate
principal amount of Outstanding Securities.
For purposes of the Offered Securities and this
Twentieth Supplemental Indenture, the second paragraph of Section 6.01(a) of the Base Indenture is hereby deleted and replaced
with the following:
Any failure to perform, or breach of,
any covenant or agreement of the Company, Parent or New Irish TE in respect of the Securities of such series and contained in Section 314(a)(1) of
the Trust Indenture Act or Section 5.03(a) shall not be a default or an Event of Default. Remedies against the Company, Parent
and New Irish TE for any such failure or breach will be limited to liquidated damages as described in the following sentence, and Holders
shall not have any right to accelerate the maturity of the Securities of such series as a result of any such failure or breach. Instead,
if there is such a failure or breach of the Company’s, Parent’s or New Irish TE’s obligation under Section 314(a)(1) of
the Trust Indenture Act or Section 5.03(a) and continuance of such failure or breach for a period of 90 days after the date
on which there has been given, by registered or certified mail, to Parent and the Company by the Trustee or to the Company, Parent, New
Irish TE and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of such series, a written notice
specifying such failure or breach and requiring it to be remedied and stating that such notice is a “Notice of Reporting Noncompliance”
hereunder, the Company will pay liquidated damages to all Holders of Securities of such series, at a rate per year equal to 0.25% of the
principal amount of such Securities from the 90th day following such notice to and including the 150th day following such notice and at
a rate per year equal to 0.5% of the principal amount of such Securities from and including the 151st day following such notice, until
such failure or breach is cured. Any such liquidated damages shall be payable in the same manner and on the same dates as the stated interest
payable on the Securities of such series. In the event that the Company is required to pay such liquidated damages, the Company shall
provide a written notice to the Trustee (and if the Trustee is not the paying agent, the paying agent) no later than five Business Days
prior to the payment date for the payment of such liquidated damages setting forth the amount of such liquidated damages to be paid by
the Company on such payment date and directing the Trustee (or, if the Trustee is not the paying agent, the paying agent) to make such
payment to the extent it receives funds from the Company to do so. The Trustee shall not at any time be under any duty or responsibility
to any holder of Securities to determine whether such liquidated damages are payable, or with respect to the nature, extent or calculation
of the amount of liquidated damages owed.
[Twentieth Supplemental Indenture]
For purposes of the Offered Securities and this Twentieth
Supplemental Indenture, Section 6.01(b) of the Base Indenture is hereby deleted and replaced with the following:
(b) In each and every such case,
unless the principal of all the Securities of that series shall have already become due and payable, either the Trustee or the holders
of not less than 25% in aggregate principal amount of the Securities of that series then Outstanding hereunder, by notice in writing to
the Company, Parent and New Irish TE (and to the Trustee if given by such Securityholders), may declare the unpaid principal of all the
Securities of that series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately
due and payable, notwithstanding anything contained in this Indenture or in the Securities of that series or established with respect
to that series pursuant to Section 2.01 to the contrary.
Section 1.5. Statement by
Officers as to Default.
For purposes of the Offered Securities and this
Twentieth Supplemental Indenture, Section 4.04 of the Base Indenture shall be replaced in its entirety with the following:
So long as any of the Securities remain
outstanding, the Company, Parent and New Irish TE will furnish to the Trustee on or before March 31 in each year a brief certificate
(which need not comply with Section 13.06) executed by the principal executive, financial or accounting officer of each of the Company,
Parent and New Irish TE on their respective behalf as to his or her knowledge of the Company’s, Parent’s or New Irish TE’s,
as the case may be, compliance with all covenants and agreements under this Indenture required to be complied with by the Company, Parent
and New Irish TE, as the case may be (such compliance to be determined without regard to any period of grace or requirement of notice
provided under this Indenture). Such certificate need not include a reference to any non-compliance that has been fully cured prior to
the date as of which such certificate speaks.
The Company shall provide written notice
to the Trustee within 30 days of the occurrence of any Event of Default under Section 6.01.
Section 1.6 Supplemental
Indentures Without the Consent of Securityholders.
For purposes of the Offered Securities and this
Twentieth Supplemental Indenture, the first paragraph of Section 9.01, Sections 9.01(b) and (d), and the second and third paragraphs
of Section 9.01 of the Base Indenture are hereby deleted and replaced with the following:
[Twentieth Supplemental Indenture]
In addition to any supplemental indenture
otherwise authorized by this Indenture, the Company, Parent, New Irish TE and the Trustee from time to time and at any time may enter
into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect),
without the consent of the Securityholders, for one or more of the following purposes:
(b) to evidence the succession of another Person to
the Company, Parent or New Irish TE, or successive successions, and the assumption by the successor Person of the covenants, agreements
and obligations of the Company, Parent or New Irish TE, as the case may be, pursuant to Article X;
(d) to add to the covenants of the Company for the benefit
of the holders of all or any outstanding series of Securities (and if such covenants are to be for the benefit of less than all outstanding
series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender
any right or power herein conferred upon the Company, Parent or New Irish TE;
Upon the request of the Company, accompanied
by Board Resolutions authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described
in Section 9.05, the Trustee shall join with the Company, Parent and New Irish TE in the execution of any such supplemental indenture,
and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated
to enter into any such supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.
Any supplemental indenture authorized
by the provisions of this Section 9.01 may be executed by the Company, Parent, New Irish TE and the Trustee without the consent of
the holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02.
Section 1.7 Supplemental
Indentures With Consent of Securityholders.
For purposes of the Offered Securities and this
Twentieth Supplemental Indenture, the first and fourth paragraphs of Section 9.02 of the Base Indenture are hereby deleted and replaced
with the following:
With the consent (evidenced as provided
in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Securities of each series at the
time Outstanding affected by such supplemental indenture or indentures, the Company, Parent and New Irish TE, when authorized by Board
Resolutions, and the Trustee from time to time and at any time may enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner not covered
by Section 9.01 the rights of the holders of the Securities of such series under this Indenture; provided, however, that no
such supplemental indenture, without the consent of the holders of each Security then Outstanding and affected thereby, shall (i) extend
a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof or reduce the
amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity
thereof; (ii) reduce the rate of or extend the time for payment of interest on any Security of any series; (iii) reduce
the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in
the Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof
(or in the case of redemption, on or after the redemption date); or (vi) reduce the aforesaid percentage of Securities, the
holders of which are required to consent to any such supplemental indenture or indentures.
[Twentieth Supplemental Indenture]
Promptly after the execution by the Company,
Parent, New Irish TE and the Trustee of any supplemental indenture pursuant to the provisions of this Section 9.02, the Company shall
mail or caused to be mailed a notice thereof by first class mail to the Holders of Securities of each series affected thereby at their
addresses as they shall appear on the Security Register, setting forth in general terms the substance of such supplemental indenture.
Any failure of the Company to mail such notice, or any defect therein, shall not in any way impair or affect the validity of any such
supplemental indenture.
Section 1.8 Consolidation,
Merger and Sale of Assets.
For purposes of the Offered Securities and this
Twentieth Supplemental Indenture, Section 10.01 of the Base Indenture shall be replaced in its entirety with the following:
Each of the Company, Parent and, following
the Merger, New Irish TE covenants that it will not merge or consolidate with any other Person or sell or convey all or substantially
all of its assets to any Person, unless:
(i) any of the Company, Parent or New Irish TE, as the
case may be, shall be the continuing entity, or the successor entity or the Person which acquires by sale or conveyance substantially
all the assets of the Company, Parent or New Irish TE, as the case may be (if other than the Company, Parent or New Irish TE, as the case
may be), (A) shall expressly assume the due and punctual payment of the principal of, premium, if any, and interest on all the Securities
or the obligations under the Guarantees, as the case may be, according to their tenor, and the due and punctual performance and observance
of all of the covenants and agreements of this Indenture to be performed or observed by the Company, Parent or New Irish TE, as the case
may be, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such Person and (B) is an
entity treated as a “corporation” for United States tax purposes or the Company, Parent or New Irish TE, as the case may be,
obtains either (x) an opinion, in form and substance reasonably acceptable to the Trustee, of tax counsel of recognized standing
reasonably acceptable to the Trustee or (y) a ruling from the United States Internal Revenue Service, in either case to the effect
that such merger or consolidation, or such sale or conveyance, will not result in an exchange of the Securities for new debt instruments
for United States federal income tax purposes; and
[Twentieth Supplemental Indenture]
(ii) no Event of Default and no event that, after notice
or lapse of time or both, would become an Event of Default shall be continuing immediately after such merger or consolidation, or such
sale or conveyance.
Section 1.9 Satisfaction
and Discharge.
For purposes of the Offered Securities and this
Twentieth Supplemental Indenture, Section 11.03 of the Base Indenture shall be replaced in its entirety with the following:
(a) If at any time:
(i) all such Securities of a particular series not
heretofore delivered to the Trustee for cancellation or that have not become due and payable as described in Section 11.02 shall
have been paid by the Company, Parent or New Irish TE by depositing irrevocably with the Trustee in trust funds or an amount of Governmental
Obligations sufficient to pay at maturity or upon redemption all such Securities of that series not theretofore delivered to the Trustee
for cancellation, including principal, premium, if any, and interest due or to become due to such date of maturity or date fixed for redemption,
as the case may be, and
(ii) the Company, Parent or New Irish TE shall also
pay or cause to be paid all other amounts payable hereunder by the Company with respect to such series, then, after the date such funds
or Governmental Obligations, as the case may be, are deposited with the Trustee, the obligations of the Company, Parent and New Irish
TE under this Indenture with respect to such series shall cease to be of further effect except, to the extent applicable to each, for
the provisions of Sections 2.03, 2.04, 2.05, 2.07, 4.01, 4.02, 4.03, 7.05 and 7.10 hereof that shall survive until such Securities shall
mature and be paid. Thereafter, Sections 7.06 and 11.06 shall survive such satisfaction and discharge.
(b) In addition, each of the Company, Parent and New
Irish TE, at its option and at any time, by written notice executed by an Officer delivered to the Trustee, may elect to have its obligations,
to the extent applicable to each, under Section 5.03 and any covenant contained in Article X, and any other covenant contained
in the Board Resolution or supplemental indenture relating to such series pursuant to Section 2.01, discharged with respect to all
Outstanding Securities of a series, this Indenture and any indentures supplemental to this Indenture insofar as such Securities are concerned
(“covenant defeasance”), such discharge to be effective on the date the conditions set forth in clauses (i) through (vi) of
Section 11.03(c) are satisfied, and such Securities shall thereafter be deemed to be not “Outstanding” for the purposes
of any direction, waiver, consent or declaration of Securityholders (and the consequences of any thereof) in connection with such covenants,
but shall continue to be “Outstanding” for all other purposes under this Indenture. For this purpose, such covenant defeasance
means that, with respect to the Outstanding Securities of a series, the Company, Parent and New Irish TE may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason
of any reference elsewhere herein to any such covenant or by reason of reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute an Event of Default under Section 6.01(a)(4) or otherwise,
but except as specified in this Section 11.03(b), the remainder of the Company’s, Parent’s and New Irish TE’s obligations
under the Securities of such series, this Indenture, and any indentures supplemental to this Indenture with respect to such series shall
be unaffected thereby.
[Twentieth Supplemental Indenture]
(c) The following shall be the conditions to the application
of Section 11.03 to the Outstanding Securities of the applicable series:
(i) the Company, Parent or New Irish TE irrevocably
deposits in trust with the Trustee or, at the option of the Trustee, with a trustee satisfactory to the Trustee and the Company, Parent
or New Irish TE, as the case may be, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee,
funds or Governmental Obligations sufficient to pay principal of, premium, if any, and interest on the Outstanding Securities of such
series to maturity or redemption, as the case may be, and to pay all other amounts payable by it hereunder, provided that (A) the
trustee of the irrevocable trust shall have been irrevocably instructed to pay such funds or the proceeds of such Governmental Obligations
to the Trustee and (B) the Trustee shall have been irrevocably instructed to apply such funds or the proceeds of such Governmental
Obligations to the payment of said principal, premium, if any, and interest with respect to the Securities of such series;
(ii) the Company, Parent or New Irish TE, as the case
may be, delivers to the Trustee an Officer’s Certificate stating that all conditions precedent specified herein relating to defeasance
or covenant defeasance, as the case may be, have been complied with, and an Opinion of Counsel to the same effect;
(iii) no Event of Default under clauses (1), (2), (3),
(5), (6) or (7) of Section 6.01(a) shall have occurred and be continuing, and no event which with notice or lapse
of time or both would become such an Event of Default shall have occurred and be continuing, on the date of such deposit;
(iv) the Company, Parent or New Irish TE, as the case
may be, shall have delivered to the Trustee an Opinion of Counsel or a ruling received from the Internal Revenue Service to the effect
that the holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result
of the Company’s, Parent’s or New Irish TE’s exercise of either option under this Section 11.03 and will be subject
to Federal income tax in the same amount and in the same manner and at the same times as would have been the case if such election had
not been exercised;
(v) such covenant defeasance shall not (i) cause
the Trustee to have a conflicting interest for purposes of the Trust Indenture Act with respect to any Securities or (ii) result
in the trust arising from such deposit to constitute, unless it is qualified, a regulated investment company under the Investment Company
Act of 1940; and
(vi) notwithstanding any other provisions of this Section 11.03,
such covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may
be imposed on the Company, Parent or New Irish TE pursuant to Section 2.01.
[Twentieth Supplemental Indenture]
After such irrevocable deposit made pursuant to this Section 11.03
and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in writing the discharge of the
Company’s, Parent’s and New Irish TE’s obligations pursuant to this Section 11.03.
Section 1.10 Repayment to
the Company, Parent or New Irish TE.
For purposes of the Offered Securities and this
Twentieth Supplemental Indenture, Section 11.06 of the Base Indenture shall be renamed “Repayment to the Company, Parent or
New Irish TE” and the text replaced in its entirety with the following:
Any funds or Governmental Obligations
deposited with any paying agent or the Trustee, or then held by the Company, Parent or New Irish TE, in trust for payment of principal
of, premium, if any, or interest on the Securities of a particular series that are not applied but remain unclaimed by the holders of
such Securities for at least one year after the date upon which the principal of, premium, if any, or interest on such Securities shall
have respectively become due and payable, shall be repaid to the Company, Parent or New Irish TE, as applicable, or if then held by the
Company, Parent or New Irish TE shall be discharged from such trust; and thereafter, the paying agent and the Trustee shall be released
from all further liability with respect to such funds or Governmental Obligations, and the holder of any of the Securities entitled to
receive such payment shall thereafter, as an unsecured general creditor, look only to the Company, Parent or New Irish TE, as applicable,
for the payment thereof. Anything in this Article XI to the contrary notwithstanding, subject to Section 7.06, the Trustee shall
deliver or pay to the Company, Parent or New Irish TE, as applicable, from time to time upon request by the Company, Parent or New Irish
TE any funds or Governmental Obligations (or other property and any proceeds therefrom) held by it as provided in Sections 11.02 or 11.03
which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect a defeasance or covenant defeasance,
as the case may be, in accordance with this Article XI.
Section 1.11 Compliance Certificates
and Opinions.
For purposes of the Offered Securities and this
Twentieth Supplemental Indenture, Section 13.06(a) of the Base Indenture shall be replaced in its entirety with the following:
(a) Upon any application or demand by the Company, Parent
or New Irish TE to the Trustee to take any action under any of the provisions of this Indenture, the Company, Parent or New Irish TE shall
furnish to the Trustee an Officer’s Certificate stating that, in the opinion of the signer, all conditions precedent provided for
in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the
furnishing of such documents is specifically dealt with by any provision of this Indenture relating to such particular application or
demand, no additional certificate or opinion need be furnished.
[Twentieth Supplemental Indenture]
Section 1.12 Additional Amounts.
For purposes of the Offered Securities and this
Twentieth Supplemental Indenture, the first paragraph of Section 14.02, Sections 14.02(a)(iii) and (iv), Section 14.02(f) and
Section 14.02(h) through (j) of the Base Indenture are hereby deleted and replaced with the following:
All payments made by the Company, Parent or New Irish TE
under or with respect to the Securities and the Guarantees will be made free and clear of and without withholding or deduction for or
on account of any present or future taxes, duties, levies, imposts, assessments or governmental charges of whatever nature imposed or
levied by or on behalf of any Taxing Jurisdiction (“Taxes”), unless the Company, Parent or New Irish TE, as the case may be,
is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. In the event that the Company, Parent
or New Irish TE (or any successor thereof) is required to so withhold or deduct any amount for or on account of any Taxes from any payment
made under or with respect to the Securities or the Guarantees, as the case may be, the Company, Parent or New Irish TE (or any successor
thereof), as the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net
amount received by each holder of Securities (including Additional Amounts) after such withholding or deduction will equal the amount
that such Holder would have received if such Taxes had not been required to be withheld or deducted; provided that no Additional
Amounts will be payable with respect to a payment to a holder of Securities where such holder is subject to taxation on such payment by
a relevant Taxing Jurisdiction for any reason other than the holder’s mere ownership of the Securities or for or on account of:
(a)(iii)
with respect to any withholding Taxes imposed by the United States, is or was, with respect to
the United States, a personal holding company, a passive foreign investment company, a controlled foreign corporation, a foreign tax
exempt organization or a corporation that has accumulated earnings to avoid United States federal income tax;
(a)(iv)
owns or owned 10% or more of the issued share capital or total combined voting power of all
classes of stock of the Company, Parent or New Irish TE; or
(a)(v) with respect to Taxes that are imposed or withheld
by Ireland, is entitled to profits available for distribution of the Company, Parent or New Irish TE;
(f) any
Taxes that are payable by any method other than withholding or deduction by the Company, Parent, New Irish TE or any paying agent from
payments in respect of such Securities;
[Twentieth Supplemental Indenture]
(h) [reserved];
(i) with
respect to withholding Taxes imposed by Ireland, any such Taxes imposed by reason of the failure of the beneficial owner to fulfill the
requirements of section 246(3) of the Taxes Consolidation Act, 1997 of Ireland (as amended);
(j) any
Taxes required to be deducted or withheld pursuant to the Luxembourg law of December 23, 2005, as amended, introducing a 20% withholding
tax on certain interest payments;
(k) with
respect to withholding Taxes imposed by the United States, any such Taxes imposed under Sections 1471 through 1474 of the Code, and any
regulations or other administrative authority promulgated thereunder, any agreements entered into pursuant to Section 1471(b)(1) of
the Code, any intergovernmental agreement entered into in connection with any of the foregoing and any fiscal or regulatory legislation,
rules or practices adopted pursuant to any such intergovernmental agreement;
(l) any
withholding or deduction for Taxes which would not have been imposed if the relevant Securities had been presented to another paying agent
in a Member State of the European Union; or
(m) any
combination of Section 14.02(a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k) and (l).
For purposes of the Offered
Securities and this Twentieth Supplemental Indenture, the third, fourth and sixth paragraphs of Section 14.02 of the Base Indenture
are hereby deleted and replaced with the following:
The Company,
Parent or New Irish TE, as the case may be, will also (i) make such withholding or deduction of Taxes and (ii) remit the full
amount of Taxes so deducted or withheld to the relevant Taxing Jurisdiction in accordance with all applicable laws. The Company, Parent
or New Irish TE, as applicable, will use its commercially reasonable efforts to obtain certified copies of tax receipts evidencing the
payment of any Taxes so deducted or withheld from each Taxing Authority imposing such Taxes. The Company, Parent or New Irish TE, as the
case may be, will, upon request, make available to the holders of the Securities, within 90 days after the date the payment of any Taxes
so deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company, Parent
or New Irish TE or if, notwithstanding the Company’s, Parent’s or New Irish TE’s efforts to obtain such receipts, the
same are not obtainable, other evidence of such payments by the Company, Parent or New Irish TE.
At least 30
days prior to each date on which any payment under or with respect to the Securities or Guarantees is due and payable, if the Company,
Parent or New Irish TE will be obligated to pay Additional Amounts with respect to such payment, the Company, Parent or New Irish TE will
deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable
and will set forth such other information as is necessary to enable such Trustee to pay such Additional Amounts to holders of Securities
on the payment date.
[Twentieth Supplemental Indenture]
The provisions
of this Article XIV shall survive any termination of the discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction
in which the Company, Parent or New Irish TE or any successor Person to the Company, Parent or New Irish TE, as the case may be, is organized
or is engaged in business for tax purposes or any political subdivisions or taxing authority or agency thereof or therein; provided,
however, the date on which the Company, Parent or New Irish TE changes its jurisdiction in which it is organized or such Person becomes
a successor to the Company, Parent or New Irish TE, as the case may be, shall be substituted for the date on which the series of Securities
was issued.
For purposes of the Offered Securities and this
Twentieth Supplemental Indenture, the following sentence is added to the end of the fifth paragraph of Section 14.02 of the Base
Indenture:
However, the Company will not pay any
Luxembourg registration duties in connection with the voluntary registration, by any person other than the Company, of the notes or any
related document with the Administration de l’enregistrement, des domaines et de la TVA in Luxembourg.
ARTICLE II
MISCELLANEOUS
Section 2.1. Definitions.
Capitalized terms defined in the Base Indenture
and used but not defined in this Twentieth Supplemental Indenture shall have the meanings ascribed thereto in the Base Indenture.
Section 2.2. Confirmation
of Indenture.
The Base Indenture, as supplemented and amended
by this Twentieth Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture, this Twentieth Supplemental
Indenture and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument.
Section 2.3. Concerning the
Trustee.
In carrying out the Trustee’s responsibilities
hereunder, the Trustee shall have all of the rights, protections and immunities which it possesses under the Indenture. The recitals contained
herein and in the Offered Securities, except the Trustee’s certificate of authentication, shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency
of this Twentieth Supplemental Indenture or of the Offered Securities. The Trustee shall not be accountable for the use or application
by the Company of the Offered Securities or the proceeds thereof.
[Twentieth Supplemental Indenture]
Section 2.4. Governing Law.
This Twentieth Supplemental Indenture and the Offered
Securities shall be deemed to be a contract made under the internal laws of the State of New York, and for all purposes shall be construed
in accordance with the laws of said State without regard to conflicts of laws principles that would require the application of any other
law except to the extent that the Trust Indenture Act is applicable. For the avoidance of doubt, articles 470-1 to 470-19 of the Luxembourg
act dated 10 August 1915 on commercial companies, as amended, do not apply in respect of the Offered Securities.
Section 2.5. Separability.
In case any provision in this Twentieth Supplemental
Indenture shall for any reason be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
Section 2.6. Counterparts.
This Twentieth Supplemental Indenture may be executed
in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same
instrument.
Section 2.7 No Benefit.
Nothing in this Twentieth Supplemental Indenture,
express or implied, shall give to any Person other than the parties hereto and their successors or assigns, and the Holders, any benefit
or legal or equitable rights, remedy or claim under this Twentieth Supplemental Indenture or the Base Indenture.
Section 2.8 Electronic Signature.
Facsimile signatures, signatures executed, scanned
and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application,
shall be deemed original signatures for purposes of this Twentieth Supplemental Indenture and all other related documents and all matters
and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures.
The parties agree that this Twentieth Supplemental Indenture or any other related document or any instrument, agreement or document necessary
for the consummation of the transactions contemplated by this Twentieth Supplemental Indenture or the other related documents or related
hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery
of securities or the wire transfer of funds or other communications) (“Executed Documentation”) may be accepted, executed
or agreed to through the use of an electronic signature in accordance with applicable laws, rules and regulations in effect from
time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed
or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it
were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as
may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on any Executed Documentation sent by electronic transmission,
the Trustee will not be responsible or liable for any losses, costs or expenses arising directly or indirectly from its reliance upon
and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or
authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or
otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood
and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer
of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission
or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including, without limitation,
the risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse by third parties.
[Twentieth Supplemental Indenture]
IN WITNESS WHEREOF, the parties hereto have caused
this Twentieth Supplemental Indenture to be duly executed all as of the day and year first above written.
|
TYCO ELECTRONICS GROUP S.A. |
|
|
|
By: |
/s/ Jean-Jacques Fotzeu |
|
|
Name: Jean-Jacques Fotzeu |
|
|
Title: Director |
|
|
|
TE CONNECTIVITY LTD. |
|
|
|
By: |
/s/ Heath A. Mitts |
|
|
Name: Heath A. Mitts |
|
|
Title: Executive Vice President and Chief Financial Officer |
[Signature Page to Twentieth Supplemental Indenture]
|
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee |
|
|
|
By: |
/s/
Irina Golovashchuk |
|
|
Name: Irina Golovashchuk |
|
|
Title: Vice President |
|
|
|
By: |
/s/
Sebastian Hidalgo |
|
|
Name: Sebastian Hidalgo |
|
|
Title: Assistant Vice President |
[Signature Page to Twentieth
Supplemental Indenture]
EXHIBIT A
FORM OF 4.625% SENIOR NOTES
[Insert the Private Placement Legend and/or the Global Security
legend, as applicable]
4.625% SENIOR NOTES DUE 2030
CUSIP No. [ ]
ISIN [ ]
TYCO ELECTRONICS GROUP S.A.
promises to pay to Cede & Co. or registered assigns, the principal
sum of [ ] Dollars on [ ].
Interest Payment Dates: February 1 and August 1
Record Dates: January 17 and July 17
Each Holder of this Security (as defined below),
by accepting the same, agrees to and shall be bound by the provisions hereof and of the Indenture described herein, and authorizes and
directs the Trustee described herein on such Holder’s behalf to be bound by such provisions. Each Holder hereby waives all notice
of the acceptance of the provisions contained herein and in the Indenture and waives reliance by such Holder upon said provisions.
This Security shall not be entitled to any benefit
under the Indenture, or be valid or become obligatory for any purpose, until the Certificate of Authentication hereon shall have been
signed by or on behalf of the Trustee. The provisions of this Security are continued on the reverse side hereof, and such continued provisions
shall for all purposes have the same effect as though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this
instrument to be signed in accordance with Section 2.04 of the Indenture.
Date: [ ]
|
TYCO ELECTRONICS GROUP S.A. |
|
|
|
|
|
Title: |
Director |
|
Name: |
Jean-Jacques Fotzeu |
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
|
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee |
|
|
|
By: |
|
|
|
Authorized Signatory |
|
|
|
Dated: |
[ ] |
GUARANTEE
For value received, TE CONNECTIVITY LTD. hereby
absolutely, unconditionally and irrevocably guarantees to the holder of this Security the payment of principal of, premium, if any, and
interest on, the Security upon which this Guarantee is set forth in the amounts and at the time when due and payable whether by declaration
thereof or otherwise, and interest on the overdue principal and interest, if any, of such Security, if lawful, to the holder of such Security
and the Trustee on behalf of the holders, all in accordance with and subject to the terms and limitations of such Security and Article XV
of the Indenture. This Guarantee will not become effective until the Trustee or Authenticating Agent duly executes the certificate of
authentication on this Security. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York,
without regard to conflict of law principles thereof.
Dated: [ ]
|
TE CONNECTIVITY LTD. |
|
|
|
By: |
|
|
|
Name: |
Heath A. Mitts |
|
|
Title: |
Executive Vice President and Chief Financial Officer |
[FORM OF REVERSE OF NOTE]
Tyco Electronics Group S.A.
4.625%
Senior Notes due 2030
This security is one of a duly authorized series of debt securities
of Tyco Electronics Group S.A. (the “Company”) issued or to be issued in one or more series under and pursuant to an Indenture
for the Company’s unsubordinated debt securities, dated as of September 25, 2007 (the “Base Indenture”), duly executed
and delivered by and among the Company, TE Connectivity Ltd. (“Parent”) and Deutsche Bank Trust Company Americas (the “Trustee”),
as supplemented by the Twentieth Supplemental Indenture, dated as of August 2, 2024 (the “Twentieth Supplemental Indenture”),
by and among the Company, Parent and the Trustee. The Base Indenture as supplemented and amended by the Twentieth Supplemental Indenture
is referred to herein as the “Indenture.” By the terms of the Base Indenture, the debt securities issuable thereunder are
issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the Base Indenture.
This security is one of the series designated on the face hereof (individually, a “Security,” and collectively, the “Securities”),
and reference is hereby made to the Indenture for a description of the rights, limitations of rights, obligations, duties and immunities
of the Trustee, the Company, Parent and the holders of the Securities (the “Holders”). Capitalized terms used herein and not
otherwise defined shall have the meanings given them in the Base Indenture or the Twentieth Supplemental Indenture, as applicable.
1. Interest. The Company promises
to pay interest on the principal amount of this Security at an annual rate of 4.625%, subject to adjustment as provided below. The Company
will pay interest semi-annually on February 1 and August 1 of each year (each such day, an “Interest Payment Date”).
If any Interest Payment Date, redemption date or maturity date of this Security is not a Business Day, then payment of interest or principal
(and premium, if any) shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment
was due, and no interest shall accrue for the period after such date to the next succeeding Business Day. Interest on the Securities will
accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from the date
of issuance; provided that, if there is no existing Default in the payment of interest, and if this Security is authenticated between
a regular record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; and provided, further, that the first Interest Payment Date shall be February 1, 2025. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. In certain circumstances, liquidated damages may be payable as
provided in Section 6.01 of the Base Indenture. Any such liquidated damages shall be payable in the same manner and on the same dates
as the stated interest payable on this Security.
2. Method of Payment. The
Company will pay interest on the Securities (except defaulted interest), if any, to the persons in whose name such Securities are registered
at the close of business on the regular record date referred to on the facing page of this Security for such interest installment.
In the event that the Securities or a portion thereof are called for redemption and the applicable redemption date is subsequent to a
regular record date with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on such Securities will
be paid upon presentation and surrender of such Securities as provided in the Indenture. The principal of and the interest and Additional
Amounts, if any, on the Securities shall be payable in the coin or currency of the United States of America that at the time is legal
tender for public and private debt, at the office or agency of the Company maintained for that purpose in accordance with the Indenture.
3. Paying Agent and Registrar. Initially,
Deutsche Bank Trust Company Americas, the Trustee, will act as paying agent, Security Registrar and transfer agent. The Company may change
or appoint any paying agent or Security Registrar without notice to any Holder. Parent, the Company or any of their Subsidiaries may act
in any such capacity.
4. Indenture. The
terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture
Act of 1939 (“TIA”) as in effect on the date the Indenture is qualified. The Securities are subject to all such terms, and
Holders are referred to the Indenture and TIA for a statement of such terms. The Securities are unsecured general obligations of the Company
and constitute the series designated on the face hereof as the “4.625% Senior Notes due 2030”, initially limited to
$350,000,000 in aggregate principal amount. The Company will furnish to any Holder upon written request and without charge a copy of the
Base Indenture and the Twentieth Supplemental Indenture. Requests may be made to: Tyco Electronics Group S.A., 46 Place Guillaume II,
L-1648 Luxembourg, Attention: Board of Directors.
5. Optional Redemption. Prior
to January 1, 2030 (one month prior to the maturity date) (the “Par Call Date”), the Company may redeem the Offered Securities
at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal and
rounded to three decimal places) equal to the greater of: (i) (a) the sum of the present values of the remaining scheduled payments
of principal and interest thereon discounted to the redemption date (assuming the Offered Securities matured on the Par Call Date) on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest
accrued to the date of redemption, and (ii) 100% of the principal amount of the Offered Securities to be redeemed, plus, in either
case, accrued and unpaid interest thereon to the redemption date. Notice of any redemption shall be mailed or electronically delivered
(or otherwise transmitted in accordance with the Depositary’s applicable procedures) at least 10 days but not more than 60 days
before the redemption date to each Holder of the Offered Securities to be redeemed. On or after the Par Call Date, the Company may redeem
the Offered Securities, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount
of the Offered Securities being redeemed, plus accrued and unpaid interest thereon to the redemption date. This Security is also subject
to redemption to the extent provided in Article XIV of the Base Indenture and Section 1.3(4) of the Twentieth Supplemental
Indenture.
Any notice of redemption delivered pursuant to
the terms of the Offered Securities and the Base Indenture, as supplemented by the Twentieth Supplemental Indenture, may, at the Company’s
discretion, be subject to one or more conditions precedent and, at the Company’s discretion, the redemption date may be delayed
until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion) or the redemption date
may not occur at all and such notice may be rescinded if all such conditions shall not have been satisfied (or waived by the Company in
its sole discretion). If the giving of the notice of redemption is completed as provided in the Indenture, interest on such Securities
or portions of Securities shall cease to accrue on and after the applicable redemption date, unless the Company shall default in the payment
of the applicable redemption price, including any accrued interest with respect to any such Security or portion thereof.
The Company shall not be required to make mandatory
redemption or sinking fund payments with respect to the Securities.
6. Change
of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised
its right to redeem this Security, the Holder will have the right to require that the Company purchase all or a portion, in $1,000 increments
(provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof), of this Security
at a purchase price equal to 101% of the principal amount hereof plus accrued and unpaid interest, if any, to the date of purchase. Within
30 days following the date upon which the Change of Control Triggering Event occurred, or at the Company’s option, prior to any
Change of Control, but after the public announcement of the Change of Control, the Company shall send, by first class mail, a notice to
each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. The Merger will not constitute
a Change of Control.
7. Denominations, Transfer, Exchange. The
Securities are in registered form without coupons in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. The
transfer of Securities may be registered and Securities may be exchanged as provided in the Indenture. The Securities may be presented
for exchange or for registration of transfer (duly endorsed or with the form of transfer endorsed thereon duly executed if so required
by the Company or the Security Registrar) at the office of the Security Registrar or at the office of any transfer agent designated by
the Company for such purpose. No service charge will be made for any registration of transfer or exchange, but a Holder may be required
to pay any applicable taxes or other governmental charges. If the Securities are to be redeemed, the Company will not be required to:
(i) issue, register the transfer of, or exchange any Security during a period beginning at the opening of business 15 days before
the day of mailing of a notice of redemption of less than all of the Outstanding Securities of the same series and ending at the close
of business on the day of such mailing; (ii) register the transfer of or exchange any Security of any series or portions thereof
selected for redemption, in whole or in part, except the unredeemed portion of any such Security being redeemed in part; nor (iii) register
the transfer of or exchange a Security of any series between the applicable record date and the next succeeding Interest Payment Date.
8. Persons Deemed Owners. The
registered Holder may be treated as its owner for all purposes.
9. Repayment to Parent or the Company. Any
funds or Governmental Obligations deposited with any paying agent or the Trustee, or then held by the Company, Parent or New Irish TE,
in trust for payment of principal of, premium, if any, or interest on the Securities of a particular series that are not applied but remain
unclaimed by the Holders of such Securities for at least one year after the date upon which the principal of, premium, if any, or interest
on such Securities shall have respectively become due and payable, shall be repaid to the Company, Parent or New Irish TE, as applicable,
or (if then held by the Company, Parent or New Irish TE) shall be discharged from such trust. After return to the Company, Parent or New
Irish TE, Holders entitled to the money or securities must look to the Company, Parent or New Irish TE, as applicable, for payment as
unsecured general creditors.
10. Amendments, Supplements and Waivers. The
Indenture contains provisions permitting the Company, Parent, New Irish TE and the Trustee, with the consent of the Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities to enter into supplemental indentures for the purpose of adding,
changing or eliminating any provisions to the Base Indenture or supplemental indenture or indentures or of modifying in any manner not
covered elsewhere in the Base Indenture the rights of the Holders of the Securities of such series; provided, however, that
no such supplemental indenture, without the consent of the Holders of each Security then Outstanding and affected thereby, shall: (i) extend
a fixed maturity of or any installment of principal of any Securities of any series or reduce the principal amount thereof, or reduce
the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the
maturity thereof; (ii) reduce the rate of or extend the time for payment of interest of any Security of any series; (iii) reduce
the premium payable upon the redemption of any Security; (iv) make any Security payable in Currency other than that stated in the
Security; (v) impair the right to institute suit for the enforcement of any payment on or after the fixed maturity thereof (or in
the case or redemption, on or after the redemption date); or (vi) reduce the percentage of Securities, the Holders of which are required
to consent to any such supplemental indenture or indentures. The Base Indenture also contains provisions permitting the Holders of not
less than a majority in aggregate principal amount of the Outstanding Securities of each series affected thereby, on behalf of all of
the Holders of the securities of such series, to waive any past Default under the Base Indenture, and its consequences, except a Default
in the payment of the principal of, premium, if any, or interest on any security of such series or a Default in respect of a covenant
or provision of the Base Indenture that cannot be modified or amended without the consent of the Holder of each Outstanding Security of
such affected series. Any such consent or waiver by the registered Holder shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Security and of any Security issued in exchange for this Security or in place hereof (whether by registration
of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Security.
11. Defaults and Remedies. If
any Event of Default with respect to this Security occurs and is continuing, unless the principal amount of the Security has already become
due and payable, the Trustee or the Holders of at least 25% in aggregate principal amount of the Security then Outstanding, by notice
in writing to the Company, Parent and New Irish TE (and to the Trustee if notice is given by such Holders), may declare the unpaid principal
of, premium, if any, and accrued interest, if any, due and payable immediately. Subject to the terms of the Indenture, if an Event of
Default under the Indenture shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers
under the Indenture at the request or direction of any of the Holders, unless such Holders have offered the Trustee indemnity satisfactory
to it. Upon satisfaction of certain conditions set forth in the Indenture, the Holders of a majority of the Outstanding principal amount
of this Security will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect to this Security.
12. Trustee, Paying Agent and Security Registrar
May Hold Securities. The Trustee, subject to certain limitations imposed by the TIA, or any paying agent or Security Registrar,
in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not
Trustee, paying agent or Security Registrar.
13. No Recourse Against Others. No
recourse under or upon any obligation, covenant or agreement of the Indenture, or of any Security, or for any claim based thereon or otherwise
in respect hereof or thereof, shall be had against any incorporator, stockholder, officer or director, past, present or future as such,
of Parent or the Company or of any predecessor or successor corporation, either directly or through Parent or the Company or any such
predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that the Indenture and the obligations issued hereunder and thereunder
are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators,
shareholders, officers or directors as such, of Parent or the Company or of any predecessor or successor corporation, or any of them,
because of the creation of the indebtedness authorized by the Indenture, or under or by reason of the obligations, covenants or agreements
contained in the Indenture or in the Securities or implied therefrom; and that any and all such personal liability of every name and nature,
either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator,
shareholder, officer or director as such, because of the creation of the indebtedness authorized by the Indenture, or under or by reason
of the obligations, covenants or agreements contained in the Indenture or in the Securities or implied therefrom, are hereby expressly
waived and released as a condition of, and as a consideration for, the acceptance of the Securities.
14. Discharge of Indenture. The
Indenture contains certain provisions pertaining to defeasance, which provisions shall for all purposes have the same effect as if set
forth herein.
15. Authentication. This
Security shall not be valid until the Trustee signs the certificate of authentication attached to the other side of this Security.
16. Guarantee. All payments by the Company
under the Indenture and this Security are fully and unconditionally guaranteed to the Holder of this Security by Parent and, following
consummation of the Merger, New Irish TE, as provided in the related Guarantee and the Indenture.
17. Additional Amounts. The Company, Parent
and, following consummation of the Merger, New Irish TE are obligated to pay Additional Amounts on this Security to the extent provided
in Article XIV of the Indenture.
18. Abbreviations. Customary
abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).
19. Governing Law. The
Base Indenture, the Twentieth Supplemental Indenture and this Security (and the Guarantee hereon) shall be deemed to be a contract made
under the internal laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State.
ASSIGNMENT FORM
To assign this Security, fill in the form below:
(I) or (we) assign and transfer this Security to
(Insert assignee’s soc. sec. or tax I.D.
no.)
(Print or type assignee’s name, address
and zip code)
and irrevocably appoint
agent to transfer this Security on the books of the Company. The agent
may substitute another to act for him.
|
Your Signature: |
|
|
(Sign exactly as your name appears on the face of this Security) |
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased
by the Company pursuant to Section 1.3(3) of the Twentieth Supplemental Indenture, check the box:
¨
1.3(3) Change of Control Triggering Event
If you want to elect to have only part of this
Security purchased by the Company pursuant to Section 1.3(3) of the Twentieth Supplemental Indenture, state the amount: $__________.
Date: |
|
|
Your Signature: |
|
|
|
|
|
(Sign exactly as your name appears on the other side of the Security) |
Tax I.D. number
Signature Guarantee: |
|
|
|
(Signature must be guaranteed by a |
|
|
participant in a recognized signature |
|
|
guarantee medallion program) |
|
Exhibit 5.1
![](https://www.sec.gov/Archives/edgar/data/1385157/000110465924085404/tm2420720d1_ex5-1img002.jpg)
767
Fifth Avenue
New York, NY 10153-0119
+1 212 310 8000 tel
+1 212 310 8007 fax
August 2, 2024
TE Connectivity Ltd.
Mühlenstrasse 26
CH-8200 Schaffhausen
Switzerland
Tyco Electronics Group S.A.
46 Place Guillaume II
L-1648 Luxembourg
Ladies and Gentlemen:
We have acted as counsel to TE Connectivity Ltd., a Swiss
corporation (“TE Connectivity”), and Tyco Electronics Group S.A., a Luxembourg company
(“TEGSA”), in connection with the offer and sale by TEGSA of $350,000,000 aggregate principal amount of its
4.625% Senior Notes due 2030 (the “Notes”), pursuant to the Underwriting Agreement, dated as of July 30,
2024 (the “Agreement”), among TE Connectivity, TEGSA and BNP Paribas Securities Corp., Deutsche Bank Securities
Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein. The Notes are being issued
pursuant to the Indenture dated as of September 25, 2007 (the “Base Indenture”) among the Company, the
Guarantor and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”), as supplemented by the Twentieth
Supplemental Indenture, dated as of August 2, 2024 (the “Twentieth Supplemental Indenture”). The Base
Indenture, as supplemented by the Twentieth Supplemental Indenture, is collectively referred to herein as the
“Indenture.”
TEGSA’s obligations under the Indenture and the Notes are fully
and unconditionally guaranteed by TE Connectivity and such guarantee (the “Guarantee”) is set forth in the Indenture
and evidenced by a notation on the Notes.
In so acting, we have examined originals or copies (certified or otherwise
identified to our satisfaction) of (i) the Registration Statement on Form S-3 (File No. 333-276160), filed by TE Connectivity
and TEGSA on December 20, 2023 (the “Registration Statement”); (ii) the Prospectus, dated December 20,
2023 (the “Base Prospectus”), which forms a part of the Registration Statement; (iii) the Prospectus Supplement,
dated July 30, 2024 (the “Prospectus Supplement”); (iv) the Base Indenture; (v) the Twentieth Supplemental
Indenture; (vi) the Notes; (vii) the Guarantee; and (viii) such corporate records, agreements, documents and other instruments,
and such certificates or comparable documents of public officials and of officers and representatives of each of TE Connectivity and TEGSA,
and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions
hereinafter set forth. We refer to the Base Prospectus as supplemented by the Prospectus Supplement as the “Prospectus.”
Page 2 |
![](https://www.sec.gov/Archives/edgar/data/1385157/000110465924085404/tm2420720d1_ex5-1img001.jpg) |
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such
latter documents. We have also assumed (i) the valid existence of each of TE Connectivity and TEGSA, (ii) that each of TE Connectivity
and TEGSA has the requisite corporate power and authority to enter into and perform its obligations under the Notes and the Guarantee,
as applicable, (iii) the due authorization, execution and delivery of the Notes and the Guarantee by each of TE Connectivity and
TEGSA, as applicable, and (iv) that the Notes have been duly authenticated by the Trustee. As to all questions of fact material to
this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives
of each of TE Connectivity and TEGSA.
Based on the foregoing, and subject to the qualifications stated herein,
we are of the opinion that:
1. The
Notes constitute valid and binding obligations of TEGSA, enforceable against it in accordance with their terms.
2. The
Guarantee constitutes a valid and binding obligation of TE Connectivity, enforceable against TE Connectivity in accordance with its terms.
The opinions expressed above with respect to the validity, binding
effect and enforceability of the Notes and the Guarantee are subject to the effect of any applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability,
to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).
The opinions expressed herein are limited to the laws of the State
of New York, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.
We hereby consent to the use of this letter as an exhibit to the Registration
Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus, which is a part of the Registration
Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
Exhibit 5.2
TE Connectivity Ltd.
Mühlenstrasse 26
Ch-8200 Schaffhausen
Switzerland
Tyco Electronics Group S.A.
46, Place Guillaume II
L-1648 Luxembourg |
Allen Overy Shearman Sterling SCS
société en commandite simple, inscrite au
barreau de
Luxembourg
5 avenue J.F. Kennedy L-1855 Luxembourg
Boîte postale 5017 L-1050 Luxembourg
Tel +352 4444 55 1
Fax +352 4444 55 557
paul.peporte@aoshearman.com |
|
|
Luxembourg, 2 August 2024 |
|
TYCO ELECTRONICS GROUP S.A.
We have acted as legal advisers in the Grand Duchy
of Luxembourg (Luxembourg) to Tyco Electronics Group S.A. (the Company), a public limited liability company (société
anonyme) incorporated under the laws of Luxembourg, having its registered address at 46, Place Guillaume II, L-1648 Luxembourg and
registered with the Luxembourg trade and companies register (Registre de commerce et des sociétés, Luxembourg) (the
Register) under number B 123.549 in connection with the proposed issue and sale to the Underwriters (as named in Schedule I of
the Underwriting Agreement) of USD 350,000,000 of 4.625 % Senior Notes due 2030 (the Securities) pursuant to the terms of an underwriting
agreement, dated 30 July 2024 (the Underwriting Agreement). The Securities will be fully and unconditionally guaranteed as
to payment of principal, premium and interest (the Guarantee) by TE Connectivity Ltd. (the Guarantor). The Securities and
the Guarantee are to be issued pursuant to an indenture dated as of 25 September 2007 (the Base Indenture), as supplemented
from time to time and for the last time by the twentieth supplemental indenture dated as of 2 August 2024 governing the Securities
(the Twentieth Supplemental Indenture) among the Company as issuer, the Guarantor and Deutsche Bank Trust Company Americas, as
trustee.
We are delivering this opinion letter to you in
connection with the registration statement on Form S-3 pertaining to the Securities filed by the Company and the Guarantor with the
U.S. Securities and Exchange Commission (SEC) (the Registration Statement) on 20 December 2023.
We give this opinion on the basis and subject
to the assumptions and qualifications set out below.
Allen Overy Shearman Sterling SCS, a société en commandite simple, is an affiliated office of Allen Overy Shearman Sterling LLP. Allen Overy Shearman Sterling LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Austin, Bangkok, Beijing, Belfast, Boston, Bratislava, Brussels, Budapest, Casablanca, Dallas, Dubai, Dublin, Düsseldorf, Frankfurt, Hamburg, Hanoi, Ho Chi Minh City, Hong Kong, Houston, Istanbul, Jakarta (associated office), Johannesburg, London, Los Angeles, Luxembourg, Madrid, Menlo Park, Milan, Munich, New York, Paris, Perth, Prague, Riyadh, Rome, San Francisco, São Paulo, Seoul, Shanghai, Silicon Valley, Singapore, Sydney, Tokyo, Toronto, Warsaw, Washington, D.C.
| (a) | This opinion is confined to Luxembourg law as currently in force and applied. This opinion is to be construed
in accordance with the laws of Luxembourg. |
| (b) | For the purpose of giving this opinion, we have examined, to the exclusion of any other document, copies
of the following documents: |
| (i) | the form of the Securities; |
| (ii) | an electronic copy received by e-mail of the executed Base Indenture, as supplemented by the Twentieth
Supplemental Indenture, with respect to the Securities; |
| (iii) | an electronic copy received by e-mail of a certificate issued by a director of the Company dated as of
2 August 2024; |
| (iv) | an electronic copy received by e-mail of the executed Guarantee dated 2 August 2024; |
| (v) | an e-mailed scanned copy of (i) an extract of the minutes of the meeting of the board of directors
of the Company held on 18 July 2007 whereby the board of directors approved the Base Indenture and (ii) an extract of the minutes
of the meeting of the board of directors of the Company held on 27 September 2023 whereby the board of directors authorised inter
alia the execution, delivery and performance of the Underwriting Agreement and the Twentieth Supplemental Indenture in connection with
transactions either registered, subject to future registrations, or exempted from registration, with the SEC (together, the Resolutions); |
| (vi) | a copy of the restated articles of association (statuts coordonnés) of the Company as of
25 January 2019 (the Articles); |
| (vii) | an electronic copy of an excerpt from the Register pertaining to the Company dated 2 August 2024; |
| (viii) | an electronic copy of a negative certificate (certificat négatif) issued by the Register
dated 2 August 2024, stating that on the day immediately prior to the date of issuance of the certificate there were no records at
the Register of any order or decision regarding, amongst others, a (i) bankruptcy adjudication against the Company, (ii) moratorium
or reprieve from payment (sursis de paiement), (iii) judicial reorganisation (réorganisation judiciaire) or
(iv) administrative dissolution without liquidation (dissolution administrative sans liquidation) (the Certificate);
and |
| (ix) | an electronic copy received by e-mail on 1 August 2024 of the annual accounts of the Company for
the period from 25 September 2021 to 30 September 2022. |
In addition, on 2 August 2024,
at 08:58 CET, we checked on the internet site of the Register and did not detect (i) actions for a voluntary or compulsory liquidation
of the Company and/or (ii) steps to appoint a liquidator or a similar officer over or to wind up the Company at that date and time
on record on the internet site of the Register.
Terms defined in the Underwriting Agreement and
used herein, but not otherwise defined herein, have the meanings ascribed thereto in the Underwriting Agreement. The items described in
paragraphs 1.(b) (i), (ii) and (iii) above, together with the Securities, will hereinafter each be referred to as an Opinion
Document and collectively as the Opinion Documents.
For the purpose of this legal opinion, we have
assumed with your consent and we have not verified independently:
| 2.1 | the genuineness of all signatures (whether handwritten or electronic), stamps and seals, the completeness
and conformity to the originals of all the documents submitted to us as certified, photostatic, faxed or e-mailed copies or specimens,
the authenticity of the originals of such documents and that the individuals purported to have signed, have in fact signed (and had the
general legal capacity to sign) these documents; |
| 2.2 | that where documents have been examined by us in draft, extract or specimen form, such documents will
be or have been executed in the form of that draft, extract or specimen; |
| 2.3 | that all factual matters and statements relied upon or assumed herein are true and were true and complete
on the date of execution of the Opinion Documents (and any document in connection therewith); |
| 2.4 | that each Opinion Document has been executed by such person(s) as specified in the Resolutions; |
| 2.5 | that the entry into, and performance by the Company under the Opinion Documents will materially benefit
the Company and are in its best interest and for its corporate benefit (intérêt social); |
| 2.6 | that all the parties to the Opinion Documents (other than the Company) are companies duly organized, incorporated
and validly existing in accordance with the laws of the jurisdictions of their respective incorporation and/or their place of effective
management, that in respect of all the parties to the Opinion Documents (other than the Company), no steps have been taken pursuant to
any insolvency, bankruptcy, liquidation, reorganisation or equivalent proceedings regarding the respective parties or their assets and
that no voluntary, judicial or administrative winding-up or liquidation of such parties has been resolved or become effective at the date
hereof. In respect of the Company, we refer to the Certificate; |
| 2.7 | the due and valid authorization, execution, delivery and, with respect to the Securities, effectuation
of each Opinion Document (and any document in connection therewith) by all the parties thereto (other than the Company), as well as the
power, authority, capacity and legal right of all the parties thereto (other than the Company) to enter into, execute, deliver and perform
their respective obligations thereunder, and compliance with all applicable laws and regulations, other than Luxembourg law; |
| 2.8 | that all authorizations, approvals and consents of any country other than Luxembourg which may be required
in connection with the execution, delivery, effectuation and performance of each Opinion Document (and any other documents in connection
therewith) have been or will be obtained and that all internal corporate or other authorization procedures by each party (other than the
Company) for the execution by it of each Opinion Document (or any document in connection therewith) to which it is expressed to be a party,
have been duly fulfilled; |
| 2.9 | that the place of the central administration (siège de l'administration centrale) and the
centre of main interests (as such terms are defined in the Regulation (EU) No 2015/848 of the European Parliament and of the Council of
20 May 2015 on insolvency proceedings, as amended) of the Company are located at the place of its registered office (siège
statutaire) in Luxembourg; |
| 2.10 | that the Opinion Documents are legally valid, binding and enforceable under their governing laws; |
| 2.11 | that the Opinion Documents are entered into and performed by the parties thereto in good faith and without
any intention of fraud or intention to deprive of any legal benefit any persons (including for the avoidance of doubt third parties) or
to circumvent any applicable mandatory laws or regulations of any jurisdiction (including without limitation any tax laws); |
| 2.12 | that there are no provisions of the laws of any jurisdiction outside Luxembourg which would adversely
affect, or otherwise have any negative impact on, the opinions expressed in this legal opinion; |
| 2.13 | that all conditions precedent to the effectiveness of each Opinion Document have been satisfied and that
therefore such Opinion Documents are in full force and effect as against the parties thereto; |
| 2.14 | that any representation, warranty or statement of fact or law, other than as to the laws of Luxembourg,
made in each Opinion Document is true, accurate and complete in all respects material to this opinion; |
| 2.15 | that the Resolutions are in full force and effect, have not been amended or rescinded since the dates
referred to in paragraph 1.(b)(v) above, either in whole or in part, and that the version reviewed by us accurately record the resolutions
passed by the board of directors of the Company and that the Resolutions will materially benefit the Company and have been taken in the
best interest, and for the corporate benefit of, the Company; |
| 2.16 | that the Articles have not been amended or revoked since the date referred to in paragraph 1.(b)(vi) above;
and |
| 2.17 | that the meetings of the board of directors held on 18 July 2007 and 27 September 2023 mentioned
in paragraph 1.(b)(v) were duly convened and duly held. |
Subject to the assumptions made above
and the qualifications set out below and to any matters not disclosed to us, we are of the opinion that under the laws of Luxembourg in
effect, and as published, construed and applied by the Luxembourg courts in published Luxembourg court decisions, on the date hereof:
| 3.1 | The Company is a public limited liability company (société anonyme) duly incorporated
and validly existing under the laws of Luxembourg for an unlimited duration, with corporate power and authority under the laws of Luxembourg
to own and operate its properties and to enter into and perform its obligations under each Opinion Document. |
| 3.2 | The Company has the corporate power and authority under the laws of Luxembourg to enter into, execute
and deliver the Opinion Documents and to perform its obligations thereunder. |
| 3.3 | The Opinion Documents have been duly authorised, executed and delivered on behalf of the Company. |
The foregoing opinion is subject to
the following qualifications.
The opinions expressed herein are subject
to, and may be affected or limited by, the provisions of any applicable bankruptcy (faillite), insolvency, liquidation, moratorium
or reprieve from payment (sursis de paiement), reorganisation proceedings (including without limitation judicial reorganisation
(réorganisation judiciaire) and reorganisation by amicable agreement (réorganisation par accord amiable))
or similar Luxembourg or foreign law proceedings or regimes affecting the rights of creditors generally.
| 4.2 | Bankruptcy, winding-up and similar actions |
| (1) | A search at the Register is not capable of conclusively revealing whether a (and the Certificate does
not constitute conclusive evidence that no) winding-up resolution, decision or petition, or an order adjudicating or declaring a, or a
petition or filing for, bankruptcy or reprieve from payment (sursis de paiement), judicial reorganisation (réorganisation
judiciaire) or judicial liquidation (liquidation judiciaire) or similar action has been adopted or made. |
| (2) | The corporate documents of, and the relevant court orders affecting, a Luxembourg company (including,
but not limited to, the notice of a winding-up order or resolution, notice of the appointment of a receiver or similar officer) may not
be held at the Register immediately and there may be a delay in the relevant notice appearing on the files regarding the relevant party.
Further, documents filed with the Register may have been mislaid or lost. In accordance with Luxembourg company law, changes or amendments
to corporate documents to be filed at the Register will be effective (opposable) vis-à-vis third parties only as of the
day of their publication in the Luxembourg official gazette (Mémorial C, Recueil des Sociétés et Associations
or RESA, Recueil électronique des sociétés et associations, as applicable) unless the company proves that the
relevant third parties had prior knowledge thereof. |
| 4.3 | Luxembourg legal concepts and language differences |
Luxembourg legal concepts are expressed
in English terms and not in their original French or German terms. The concepts concerned may not be identical to the concepts described
by the same English terms as they exist under the laws of other jurisdictions. It should be noted that there are always irreconcilable
differences between languages making it impossible to guarantee a totally accurate translation or interpretation.
In particular, there are always some
legal concepts which exist in one jurisdiction and not in another, and in those cases it is bound to be difficult to provide a completely
satisfactory translation or interpretation because the vocabulary is missing from the language. We accept no responsibility for omissions
or inaccuracies to the extent that any are attributable to such factors.
| 5. | This legal opinion is as of this date and we undertake no obligation to update this opinion or advise
of changes hereafter occurring. We express no opinion as to any matters other than those expressly set forth herein, and no opinion is,
or may be, implied or inferred herefrom. We express no opinion on any economic, financial or statistical information (including formulas
determining payments to be made) contained in the Opinion Documents (or any document in connection therewith). |
| 6. | This legal opinion is given on the express basis, accepted by each person who is entitled to rely on it,
that this legal opinion and all rights, obligations or liability in relation to it are governed by, and shall be construed in accordance
with, Luxembourg law and that any action or claim in relation to it can only be brought before the courts of Luxembourg. |
| 7. | Any person who is entitled to, and does, rely on this opinion agrees, by so relying, that, to the fullest
extent permitted by law and regulation (and except in the case of wilful misconduct or fraud) there is no assumption of personal duty
of care by, and such person will not bring any claim against, any individual who is a partner of, member of, employee of or consultant
to Allen Overy Shearman Sterling SCS, société en commandite simple, Allen Overy Shearman Sterling LLP or any other
member of the group of A&O Shearman undertakings and that such person will instead confine any claim to Allen Overy Shearman Sterling
SCS, société en commandite simple, Allen Overy Shearman Sterling LLP or any other member of the group of A&O
Shearman undertakings (and for this purpose "claim" means (save only where law and regulation applies otherwise) any claim,
whether in contract, tort (including negligence), for breach of statutory duty, or otherwise). |
This opinion is given for your benefit only. It
may not be relied upon by or disclosed to any other person, quoted, referred to or otherwise used (save as required by law) without our
prior written consent, save that it may be included as exhibit 5.2 to the Registration Statement.
Yours faithfully,
Allen Overy Shearman Sterling SCS
Paul Péporté*
Partner
Avocat à la Cour
| * | This document is signed on behalf of Allen Overy Shearman Sterling SCS, a société en commandite
simple, registered on list V of the Luxembourg bar. The individual signing this document is a qualified lawyer representing this entity. |
Exhibit 5.3
Postfach 1548 | CH-8002 Zürich
TE Connectivity Ltd
Mühlenstrasse 26
CH-8200 Schaffhausen
Switzerland
Tyco Electronics Group S.A.
46 Place Guillaume II
L-1648 Luxembourg
Zurich, August 2, 2024
Dear Sir or Madam
This opinion is being rendered at
the request of TE Connectivity Ltd. (the "Guarantor") in connection with the registration statement on Form S-3 (the
"Registration Statement") of the Guarantor and Tyco Electronics Group S.A. (the "Company") filed with
the U.S. Securities and Exchange Commission (the "SEC"). This opinion as to Swiss law is issued in connection with the
offering by the Company of an aggregate of USD 350,000,000 principal amount of its 4.625% Senior Notes due 2030 (the "2030 Notes"
or the "Securities"). The Securities will be fully and unconditionally guaranteed as to payment of principal, premium,
if any, and interest by the Guarantor, a Swiss company. The 2030 Notes and related guarantee are issued pursuant to the Indenture, dated
as of September 25, 2007 (the "Base Indenture") among the Company, the Guarantor and Deutsche Bank Trust Company Americas,
as trustee (the "Trustee"), as supplemented by the twentieth supplemental indenture governing the 2030 Notes, to be
dated as of August 2, 2024 (the "Twentieth Supplemental Indenture").
Bär
& Karrer AG |
Zürich |
Genf |
Lugano |
Zug |
Basel |
St.
Moritz |
Rechtsanwälte |
Brandschenkestrasse 90 |
12, quai de la Poste |
Via Vegezzi 6 |
Baarerstrasse 8 |
Lange Gasse 47 |
Via Maistra 2 |
|
CH-8002 Zürich |
CH-1211 Genève 3 |
CH-6901 Lugano |
CH-6302 Zug |
CH-4052 Basel |
CH-7500 St. Moritz |
|
Phone:
+41 58 261 50 00 |
Phone:
+41 58 261 57 00 |
Phone:
+41 58 261 58 00 |
Phone:
+41 58 261 59 00 |
Phone:
+41 58 261 59 50 |
Phone:
+41 58 261 50 90 |
baerkarrer.ch |
zuerich@baerkarrer.ch |
geneve@baerkarrer.ch |
lugano@baerkarrer.ch |
zug@baerkarrer.ch |
basel@baerkarrer.ch |
st.moritz@baerkarrer.ch |
Bär & Karrer | August 2, 2024 | 2 |
For the purpose of this opinion we have
reviewed and relied upon the following documents (the "Documents"):
| a) | a copy of the excerpt from the commercial register of the Canton of Schaffhausen in relation to the Guarantor
certified by such commercial register to be up-to-date as at July 30, 2024; |
| b) | a copy of the articles of association of the Guarantor dated March 13, 2024, certified by the commercial register
of the Canton of Schaffhausen to be up-to-date as at July 30, 2024 (the "Articles of Association"); |
| c) | a copy of the signed secretary's certificate of the Guarantor dated August 2, 2024 including, among other
things a copy of the Organizational Regulations dated as of December 8, 2022 and copies of resolutions adopted by the board of directors
of the Guarantor on July 10, 2007, March 11, 2021, September 20, 2022 and September 20, 2023, respectively (the "Resolutions"); |
| d) | a copy of the signed underwriting agreement between the Company, the Guarantor and BNP Paribas Securities
Corp., Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters listed on Schedule
I thereto, dated July 30, 2024 (the "Underwriting Agreement"); |
| e) | a copy of the signed Base Indenture; |
| f) | a copy of the signed Twentieth Supplemental Indenture; |
| g) | a copy of the signed guarantee with respect to the 2030 Notes, dated August 2, 2024 in the form as set
forth in Exhibit A to the Twentieth Supplemental Indenture (the "Guarantee", and the Guarantee, together with the Underwriting
Agreement, the Base Indenture and the Twentieth Supplemental Indenture, the "Subject Agreements"); and |
| h) | a copy of each of the pricing prospectus and the final prospectus relating to the offering and listing
of the Securities (together, the "Prospectus"). |
Unless otherwise defined herein, capitalised terms have the
meanings assigned to them in the Underwriting Agreement.
In stating our opinion we have assumed:
| a) | the authenticity, accuracy and completeness of the Documents and other documentation examined by us submitted
to us as originals and the conformity to the authentic documents of all Subject Agreements and other such documentation submitted to us as certified, conformed, notarised,
faxed or photostatic copies; |
Bär & Karrer | August 2, 2024 | 3 |
| b) | that each of the Documents and other such documentation which was received by electronic means is complete,
intact and in conformity with the transmission as sent; |
| c) | the genuineness of all signatures on the Subject Agreements; |
| d) | the authority, capacity and power of each of the persons signing the Subject Agreements (other than the
Guarantor in respect of the Subject Agreements); |
| e) | that any representation, warranty or statement of fact or law, other than as to the laws of Switzerland,
made in any of the Documents is true, accurate and complete; |
| f) | that the Subject Agreements constitute the legal, valid and binding obligations of each of the parties
thereto, other than the Guarantor, under the laws of its jurisdiction of incorporation or its jurisdiction of formation; |
| g) | that the Subject Agreements have been validly authorised, executed and delivered by each of the parties
thereto, other than the Guarantor, and the performance thereof is within the capacity and powers of each such party thereto, and that
each such party to which the Guarantor purportedly delivered the Subject Agreements has actually received and accepted delivery of such
Subject Agreements; |
| h) | that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part,
and accurately record the resolutions passed by the Board of Directors of the Guarantor in a meeting which was duly convened and at which
a duly constituted quorum was present and voting throughout and that there is no matter affecting the authority of the Directors to effect
entry by the Guarantor into the Subject Agreements, not disclosed by the Articles of Association or the Resolutions, which would have
any adverse implication in relation to the opinions expressed herein; |
| i) | that the Guarantor has entered into its obligations under the Subject Agreements in good faith for the
purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing that the transactions
contemplated by the Subject Agreements would benefit the Guarantor; |
| j) | that all parties entered into the Subject Agreements for bona fide commercial reasons and at arm's
length terms; |
Bär & Karrer | August 2, 2024 | 4 |
| k) | that none of the parties to the Subject Agreements has passed a voluntary winding-up resolution, no petition
has been presented or order made by a court for the winding-up, dissolution, bankruptcy or administration of any party, and that no receiver, trustee
in bankruptcy, administrator or similar officer has been appointed in relation to any of the parties or any of their assets or revenues
it being noted that we are not aware of any of the foregoing having occurred by the date of this Opinion in respect of the Guarantor;
and |
| l) | the Guarantor was not granted any loans pursuant to the COVID-19-Surety Ordinance (COVID-19-Solidarbürgschaftsverodnung)
dated 25 March 2020 (as replaced by the COVID-19-Surety Act (COVID-19-Solidarbürgschaftsgesetz) dated 18 December 2020). |
Based upon and subject to the foregoing
and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:
| a) | The Guarantor is a corporation duly organised and validly existing under the laws of Switzerland. |
| b) | The Guarantor has the full corporate power and authority to execute, deliver and perform the Guarantee. |
| c) | The Guarantor has taken all necessary corporate actions to authorize, execute and deliver the Guarantee
and has validly signed the Guarantee in the form referred to in Section 1. |
The opinions set out in Section 3 above
are subject to the following qualifications:
| a) | We express no opinion as to any law other than Swiss law and none of the opinions expressed herein relates
to compliance with or matters governed by the laws of any jurisdiction except Switzerland. This opinion is limited to Swiss law as applied
by the courts of Switzerland at the date hereof. |
| b) | Where an obligation is to be performed in a jurisdiction other than Switzerland, the courts of Switzerland
may refuse to enforce it to the extent that such performance would be illegal under the laws of, or contrary to public policy of, such
other jurisdiction. |
| c) | We express no opinion as to the validity, binding effect or enforceability of any provision incorporated
into any of the Subject Agreements by reference to a law other than that of Switzerland, or as to the availability in Switzerland of remedies
which are available in other jurisdictions. |
Bär & Karrer | August 2, 2024 | 5 |
| d) | We have been retained as special Swiss legal counsel to the Guarantor to advise on legal aspects (but
not tax aspects) of the transaction contemplated by the Subject Agreements and the Prospectus and therefore we express no opinion on tax
or accounting matters in relation to the transactions contemplated by the Subject Agreements, the Securities or the Prospectus. |
| e) | Where a person is vested with a discretion or may determine a matter in his or its opinion, such discretion
may have to be exercised reasonably or such an opinion may have to be based on reasonable grounds. |
In this opinion, Swiss legal concepts
are expressed in English terms and not in their original Swiss language; the concepts concerned may not be identical to the concepts
described by the same English terms as they exist under the laws of other jurisdictions; this opinion may, therefore, only be relied upon
on the condition that any issues of interpretation or liability arising hereunder will be governed by Swiss law and be brought before
a Swiss court. This opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to
review or update this opinion if applicable law or the existing facts or circumstances should change. This opinion is governed by and
is to be construed in accordance with Swiss law. It is given on the basis that it will not give rise to any legal proceedings with respect
thereto in any jurisdiction other than Switzerland.
We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of
persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the rules and regulations of the
SEC promulgated thereunder.
Yours faithfully
/s/ Bär & Karrer AG
Bär & Karrer AG
Exhibit 99.1
TE Connectivity announces pricing of $350 million
4.625% senior notes offering
SCHAFFHAUSEN, Switzerland – July 30, 2024 – TE Connectivity
Ltd. (NYSE: TEL) (“TE Connectivity”) today announced that its wholly-owned subsidiary, Tyco Electronics Group S.A. (“TEGSA”),
has priced an offering of $350 million aggregate principal amount of its 4.625% senior notes due 2030.
The offer is being made pursuant to an effective registration statement
filed by TE Connectivity and TEGSA on December 20, 2023, which includes a prospectus, and a prospectus supplement dated July 30,
2024.
The $350 million senior notes due 2030 will be issued at
a price of 99.459% and will have a stated interest rate of 4.625% per year, payable semi-annually.
TE Connectivity intends to use the net proceeds of this offering for
general corporate purposes, which may include the repayment of outstanding debt.
BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and Goldman
Sachs & Co. LLC are joint book-running managers for this offering, which is expected to close on August 2, 2024.
A copy of the base prospectus in the registration statement or the
prospectus supplement for the offering can be obtained from the Securities and Exchange Commission’s website at www.sec.gov or by
calling BNP Paribas Securities Corp. toll free at 1-800 854-5674, Deutsche Bank Securities Inc. toll free at 1-800-503-4611 or Goldman
Sachs & Co. LLC collect at 1-866-471-2526.
This announcement does not constitute an offer to sell or the solicitation
of offers to buy any security and shall not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such
offer, solicitation, or sale would be unlawful.
About TE Connectivity
TE Connectivity Ltd. (NYSE: TEL) is a global industrial technology
leader creating a safer, sustainable, productive, and connected future. Our broad range of connectivity and sensor solutions enable the
distribution of power, signal and data to advance next-generation transportation, renewable energy, automated factories, data centers,
medical technology and more. With more than 85,000 employees, including 8,000 engineers, working alongside customers in approximately
140 countries, TE ensures that EVERY CONNECTION COUNTS.
Forward-Looking Statements
This release contains certain “forward-looking statements”
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management’s current
expectations and are subject to risks, uncertainties and changes in circumstances, which may cause actual results, performance, financial
condition or achievements to differ materially from anticipated results, performance, financial condition or achievements. All statements
contained herein that are not clearly historical in nature are forward-looking and the words “anticipate,” “believe,”
“expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking
statements. We have no intention and are under no obligation to update or alter (and expressly disclaim any such intention or obligation
to do so) our forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required
by law. The forward-looking statements in this release include statements regarding the notes offering. In addition, our proposed change
of incorporation from Switzerland to Ireland is subject to risks, such as the risk that the change of place of incorporation might not
be completed or, if completed, that the anticipated advantages might not materialize, as well as the risks that the price of our stock
could decline and our position on stock exchanges and indices could change, and Irish corporate governance and regulatory schemes could
prove different or more challenging than currently expected. Examples of factors that could cause actual results to differ materially
from those described in the forward-looking statements include, among others, the extent, severity and duration of business interruptions
negatively affecting our business operations; business, economic, competitive and regulatory risks, such as conditions affecting demand
for products in the automotive and other industries we serve; competition and pricing pressure; fluctuations in foreign currency exchange
rates and commodity prices; natural disasters and political, economic and military instability in countries in which we operate, including
continuing military conflict in certain parts of the world; developments in the credit markets; future goodwill impairment; compliance
with current and future environmental and other laws and regulations; and the possible effects on us of changes in tax laws, tax treaties
and other legislation, including the effects of Swiss tax reform (if applicable). More detailed information about these and other factors
is set forth in TE Connectivity Ltd.’s Annual Report on Form 10-K for the fiscal year ended Sept. 29, 2023 as well as in our Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and other reports filed by us with the U.S. Securities and Exchange Commission.
# # #
Contacts: |
Media Relations: |
Investor Relations: |
|
Eric Mangan |
Sujal Shah |
|
TE Connectivity |
TE Connectivity |
|
908-783-6629 |
610-893-9790 |
|
Eric.Mangan@te.com |
Sujal.Shah@te.com |
v3.24.2.u1
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionISO 3166-1 alpha-2 country code.
+ References
+ Details
Name: |
dei_EntityAddressCountry |
Namespace Prefix: |
dei_ |
Data Type: |
dei:countryCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
TE Connectivity (NYSE:TEL)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
TE Connectivity (NYSE:TEL)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024