Material Agreement · New Debt / Obligation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 9, 2021   ARROW ELECTRONICS, INC. (Exact Name of Registrant as Specified in Charter)   New york 1-4482 11-1806155 (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.)   9201 East Dry Creek Road , Centennial , CO 80112 (Address of Principal Executive Offices)   Registrant's telephone number, including area code: ( 303 ) 824-4000   Not Applicable (Former Name or Former Address, if Changed Since Last Report)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( 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 20.14a-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(s)   Name of the exchange on which registered Common Stock, $1 par value   ARW   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 1.01.     Entry into a Material Definitive Agreement.   Amended and Restated Credit Agreement   On September 9, 2021, Arrow Electronics, Inc. (the “Company”) and certain of the Company’s subsidiaries, as borrowers, entered into a Fourth Amended and Restated Credit Agreement with the lenders from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”), which amends the Company’s existing credit facility dated as of December 14, 2018 (the “Previous Credit Agreement”).  The Credit Agreement provides for extensions of credit in the aggregate amount of up to $2,000,000,000 consisting of revolving credit facilities and letters of credit.   The Credit Agreement’s terms are substantially similar to the Previous Credit Agreement, but for the following: extension of the maturity date to September 9, 2026; change in pricing; addition of LIBOR replacement language; provision of zero floor for interest rate indexes; deletion of a financial covenant relating to minimum interest coverage ratio; and increase in thresholds in certain representations and covenants to reflect increases in assets of the Company and its subsidiaries.   Interest and fees under the Credit Agreement will generally be payable at least on a quarterly basis and the applicable margins and fees are determined based on the actual or implied senior unsecured debt ratings of the Company in effect from time to time by Moody’s Investors Service, Inc., Standard & Poor’s Ratings Group or Fitch Ratings, Inc. Interest on borrowings under the Credit Agreement is calculated using a base rate or a Eurocurrency rate plus the applicable margin, which ranges from 0.900% to 1.600% for Eurocurrency loans and 0.000% to 0.600% for base rate loans.   The Company and certain of its U.S. and non-U.S. subsidiaries may be borrowers under the Credit Agreement.  Loans may be made, and letters of credit may be issued, under the Credit Agreement in U.S. Dollars, British Pounds Sterling, Euros and other specified currencies.  The Company’s obligations are guaranteed by certain of the Company’s domestic subsidiaries.  The obligations of any subsidiary borrowers are guaranteed by the Company.   The Credit Agreement contains a number of covenants, including, among other things, the requirement to comply with a consolidated leverage ratio test; restrictions on the Company’s and certain of its subsidiaries’ ability to incur liens, merge or consolidate with other companies; restrictions on the ability to make certain acquisitions; and restrictions on the ability of the Company’s subsidiaries to incur indebtedness.   The maturity date of the Credit Agreement may be accelerated upon the occurrence and during the continuation of an event of default.  Events of default under the Credit Agreement include the failure to pay principal or interest when due; a material breach of any representation or warranty; covenant defaults; bankruptcy or insolvency related events of the Company or certain subsidiaries; imposition of certain judgments against the Company or any of its subsidiaries; certain events relating to the Employee Retirement Income Security Act of 1974 (as amended); a change in control (with respect to the Company’s board of directors or the ownership of the Company’s shares); impairment of loan documentation or any guarantees related to the Credit Agreement; and cross-defaults to certain other indebtedness, guarantee obligations or permitted receivables securitizations of the Company or any of its consolidated subsidiaries.   The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, filed as Exhibit 10.1 hereto and incorporated by reference herein.   Item 2.03.     Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.   The information set forth above in Item 1.01 is incorporated by reference into this Item 2.03.     Item 9.01.     Financial Statements and Exhibits.   (d) Exhibits   Exhibit Number Description   10.1 Fourth Amended and Restated Credit Agreement, dated as of September 9, 2021, among Arrow Electronics, Inc. and certain of its subsidiaries, as borrowers, the lenders from time to time parties thereto, JPMorgan Chase Bank, N.A. as administrative agent and Bank of America, N.A., The Bank of Nova Scotia, BNP Paribas, ING Bank N.V., Dublin Branch, MUFG Bank, Ltd., Mizuho Bank, Ltd., and Sumitomo Mitsui Banking Corporation as syndication agents.   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.     ARROW ELECTRONICS, INC.     Date: September 10, 2021 By: /s/ Carine Jean-Claude   Name: Carine Jean-Claude   Title: Senior Vice President, Chief Legal Officer and Secretary