Arrow Electronics, Inc S-3ASR, filed Mar 2, 2021
Arrow Electronics, Inc. (ARW)
SECURITIES AND EXCHANGE COMMISSION
UNDER
THE SECURITIES ACT OF 1933
Centennial, Colorado 80112
(303) 824-4000
Vice President and Interim Chief Legal Officer
Arrow Electronics, Inc.
9201 East Dry Creek Road
Centennial, Colorado 80112
(303) 824-4000
Michael E. McTiernan
Hogan Lovells US LLP
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5600
From time to time after this Registration Statement becomes effective.
| | Large accelerated filer ☒ | | | Accelerated filer ☐ | | | Non-accelerated filer ☐ | | | Smaller reporting company ☐ | |
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Title of Each Class of Securities to be Registered(1)
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Amount to be
Registered(1) |
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Proposed Maximum
Offering Price per Unit(1) |
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Proposed Maximum
Aggregate Offering Price(1) |
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Amount of
Registration Fee(1) |
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Debt Securities(2)
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Preferred Stock, par value $1.00 per share(2)
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Common Stock, par value $1.00 per share(2)
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| Warrants(2) | | | | | | | | | | | | | | | | | |
![[MISSING IMAGE: lg_arrow-bw.jpg]](/stocks/arw/documents/2ede4768-8d4d-4c63-b976-06d5fc32d3e4/asset/lg_arrow-bw.jpg){kind=icon}
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9201 East Dry Creek Road
Centennial, Colorado 80112
(303) 824-4544
Attention: Investor Relations
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SEC registration fee
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Printing expenses
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Legal fees and expenses
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Accounting fees and expenses
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Rating agency fees
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Trustee’s fees and expenses
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Miscellaneous expenses
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Total
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| | | | | ARROW ELECTRONICS, INC. | | |||
| | | | | By: | | |
/s/ CARINE JEAN-CLAUDE
Carine Jean-Claude
Vice President and Interim Chief Legal Officer |
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SIGNATURE
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TITLE
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DATE
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/s/ MICHAEL J. LONG
Michael J. Long
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| | Chairman, President, and Chief Executive Officer (principal executive officer) | | |
March 2, 2021
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/s/ CHRIS D. STANSBURY
Chris D. Stansbury
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| | Senior Vice President and Chief Financial Officer (principal financial officer) | | |
March 2, 2021
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/s/ RICHARD A. SEIDLITZ
Richard A. Seidlitz
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| | Corporate Controller (principal accounting officer) | | |
March 2, 2021
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/s/ BARRY W. PERRY
Barry W. Perry
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| | Lead Independent Director | | |
March 2, 2021
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/s/ WILLIAM F. AUSTEN
William F. Austen
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| | Director | | |
March 2, 2021
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/s/ STEVEN H. GUNBY
Steven H. Gunby
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| | Director | | |
March 2, 2021
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/s/ GAIL E. HAMILTON
Gail E. Hamilton
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| | Director | | |
March 2, 2021
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SIGNATURE
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TITLE
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DATE
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/s/ RICHARD S. HILL
Richard S. Hill
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| | Director | | |
March 2, 2021
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/s/ FRAN KEETH
Fran Keeth
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| | Director | | |
March 2, 2021
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/s/ ANDREW C. KERIN
Andrew C. Kerin
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| | Director | | |
March 2, 2021
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/s/ STEPHEN C. PATRICK
Stephen C. Patrick
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| | Director | | |
March 2, 2021
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/s/ LAUREL J. KRZEMINSKI
Laurel J. Krzeminski
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| | Director | | |
March 2, 2021
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/s/ GERRY P. SMITH
Gerry P. Smith
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| | Director | | |
March 2, 2021
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Exhibit 5.1
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Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com |
March 2, 2021
Board of Directors
Arrow Electronics, Inc.
9201 East Dry Creek Road
Centennial, Colorado 80112
Ladies and Gentlemen:
We are acting as counsel to Arrow Electronics, Inc., a New York corporation (the “Company”), in connection with its registration statement on Form S-3, as amended (the “Registration Statement”), filed with the Securities and Exchange Commission relating to the proposed public offering of an unlimited amount of one or more series of the following securities of the Company: (i) debt securities (the “Debt Securities”), (ii) shares of common stock, par value $1.00 per share (the “Common Shares”), (iii) shares of preferred stock, par value $1.00 per share (the “Preferred Shares”), (iv) warrants to purchase Debt Securities (the “Debt Warrants”); (v) warrants to purchase Preferred Shares (the “Preferred Stock Warrants”); (vi) warrants to purchase Common Shares (the “Common Stock Warrants” and, together with the Debt Securities, Common Shares, Preferred Shares, Debt Warrants and Preferred Stock Warrants, the “Securities”), all of which may be sold from time to time and on a delayed or continuous basis, as set forth in the prospectus which forms a part of the Registration Statement, and as to be set forth in one or more supplements to the prospectus. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Moscow Munich New York Northern Virginia Paris Perth Philadelphia Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Riyadh Shanghai FTZ Ulaanbaatar Zagreb. Business Service Centers: Johannesburg Louisville. Legal Services Center: Berlin. For more information see www.hoganlovells.com
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Board of Directors Arrow Electronics, Inc. |
-2- | March 2, 2021 |
For purposes of this opinion letter, we have assumed that (i) the issuance, sale, amount and terms of any Securities of the Company to be offered from time to time will have been duly authorized and established by proper action of the board of directors of the Company or a duly authorized committee of such board (“Board Action”), consistent with the procedures and terms described in the Registration Statement and in accordance with the Company’s charter and bylaws and applicable New York corporate law, in a manner that does not violate any law, government or court-imposed order or restriction or agreement or instrument then binding on the Company or otherwise impair the legal or binding nature of the obligations represented by the applicable Securities; (ii) at the time of offer, issuance and sale of any Securities, the Registration Statement will have been declared effective under the Securities Act of 1933, as amended (the “Act”), and no stop order suspending its effectiveness will have been issued and remain in effect; (iii) any Debt Securities will be issued pursuant to the Indenture, dated as of June 1, 2017, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), filed as Exhibit 4.2 to the Registration Statement (the “Indenture”), as may be supplemented from time to time; (iv) the Indenture has been qualified under the Trust Indenture Act of 1939, as amended; (v) any Debt Warrants will be issued under one or more debt warrant agreements, each to be between the Company and a financial institution identified therein as a warrant agent; (vi) any Preferred Stock Warrants will be issued under one or more equity warrant agreements, each to be between the Company and a financial institution identified therein as a warrant agent; (vii) any Common Stock Warrants will be issued under one or more equity warrant agreements, each to be between the Company and a financial institution identified therein as a warrant agent; (viii) prior to any issuance of Preferred Shares, appropriate certificates of amendment to the certificate of incorporation will be accepted for record by the Secretary of State of the State of New York; (ix) if being sold by the issuer thereof, the Securities will be delivered against payment of valid consideration therefor and in accordance with the terms of the applicable Board Action authorizing such sale and any applicable underwriting agreement or purchase agreement and as contemplated by the Registration Statement and/or the applicable prospectus supplement; and (x) the Company will remain a New York corporation.
To the extent that the obligations of the Company with respect to the Securities may be dependent upon such matters, we assume for purposes of this opinion that the other party under the indenture for any Debt Securities and, under the warrant agreement for any Debt Warrants, Preferred Stock Warrants or Common Stock Warrants, namely, the trustee or the warrant agent, respectively, is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that such other party is duly qualified to engage in the activities contemplated by such indenture or warrant agreement, as applicable; that such indenture or warrant agreement, as applicable, has been duly authorized, executed and delivered by the other party and constitutes the legal, valid and binding obligation of the other party enforceable against the other party in accordance with its terms; that such other party is in compliance with respect to performance of its obligations under such indenture or warrant agreement, as applicable, with all applicable laws, rules and regulations; and that such other party has the requisite organizational and legal power and authority to perform its obligations under such indenture or warrant agreement, as applicable.
This opinion letter is based as to matters of law solely on the applicable provisions of the following, as currently in effect: (i) the Business Corporation Law of the State of New York, as amended, and (ii) as to the opinions given in paragraphs (a), (d), (e) and (f), the laws of the State of New York (but not including any laws, statutes, ordinances, administrative decisions, rules or regulations of any political subdivision below the state level). We express no opinion herein as to any other statutes, rules or regulations (and in particular, we express no opinion as to any effect that such other statutes, rules or regulations may have on the opinions expressed herein).
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Board of Directors Arrow Electronics, Inc. |
-3- | March 2, 2021 |
Based upon, subject to and limited by the foregoing, we are of the opinion that:
(a) The Debt Securities (including any Debt Securities duly issued upon the exercise of Debt Warrants), upon authentication by such trustee and due execution and delivery on behalf of the Company in accordance with the indenture and any supplemental indenture relating thereto, will constitute valid and binding obligations of the Company.
(b) The Preferred Shares (including any Preferred Shares represented by Depositary Shares or that are duly issued upon the exercise of Preferred Stock Warrants and receipt by the Company of any additional consideration payable upon such exercise), upon due execution and delivery on behalf of the Company of certificates therefor, including global certificates, or the entry of the issuance thereof in the books and records of the Company, as the case may be, will be validly issued, fully paid and nonassessable.
(c) The Common Shares (including any Common Shares duly issued upon the exchange or conversion of Debt Securities or Preferred Shares that are exchangeable for or convertible into Common Shares or upon the exercise of Common Stock Warrants and receipt by the Company of any additional consideration payable upon such conversion, exchange or exercise), upon due execution and delivery on behalf of the Company of certificates therefor, including global certificates, or the entry of the issuance thereof in the books and records of the Company, as the case may be, will be validly issued, fully paid and nonassessable.
(d) The Debt Warrants, upon due execution and delivery of a debt warrant agreement relating thereto on behalf of the Company and the warrant agent named therein and due authentication of the Debt Warrants by such warrant agent, and upon due execution and delivery of the Debt Warrants on behalf of the Company, will constitute valid and binding obligations of the Company.
(e) The Preferred Stock Warrants, upon due execution and delivery of an equity warrant agreement relating thereto on behalf of the Company and the warrant agent named therein and due authentication of the Preferred Stock Warrants by such warrant agent, and upon due execution and delivery of the Preferred Stock Warrants on behalf of the Company, will constitute valid and binding obligations of the Company.
(f) The Common Stock Warrants, upon due execution and delivery of an equity warrant agreement relating thereto on behalf of the Company and the warrant agent named therein and due authentication of the Common Stock Warrants by such warrant agent, and upon due execution and delivery of the Common Stock Warrants on behalf of the Company, will constitute valid and binding obligations of the Company.
The opinions expressed in paragraphs (a), (d), (e) and (f) above with respect to the valid and binding nature of obligations may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers and preferential transfers) and by the exercise of judicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the Securities are considered in a proceeding in equity or at law).
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Board of Directors Arrow Electronics, Inc. |
-4- | March 2, 2021 |
This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise of any changes in the foregoing subsequent to the effective date of the Registration Statement.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.
Very truly yours,
/s/ Hogan Lovells US LLP
HOGAN LOVELLS US LLP
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" in this Registration Statement (Form S-3) and related Prospectus of Arrow Electronics, Inc. for the registration of debt securities, preferred stock, common stock, and warrants and to the incorporation by reference therein of our reports dated February 11, 2021, with respect to the consolidated financial statements and schedule of Arrow Electronics, Inc., and the effectiveness of internal control over financial reporting of Arrow Electronics, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Denver, Colorado
March 2, 2021
Exhibit 25.1
securities and exchange commission
Washington, D.C. 20549
FORM T-1
Statement of Eligibility Under
The Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2) ¨
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
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800 Nicollet Mall Minneapolis, Minnesota |
55402 |
| (Address of principal executive offices) | (Zip Code) |
Michael McGuire
U.S. Bank National Association
950 17th St
Denver, CO 80202
(303) 585-4594
(Name, address and telephone number of agent for service)
Arrow Electronics, Inc.
(Issuer with respect to the Securities)
| New York | 11-1806155 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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9201 East Dry Creek Road Centennial, Colorado |
80112 |
| (Address of Principal Executive Offices) | (Zip Code) |
Senior Debt Securities
(Title of the Indenture Securities)
FORM T-1
| Item 1. | GENERAL INFORMATION. Furnish the following information as to the Trustee. |
| a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
| b) | Whether it is authorized to exercise corporate trust powers. |
Yes
| Item 2. | AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None
| Items 3-15 | Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
| Item 16. | LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. |
| 1. | A copy of the Articles of Association of the Trustee.* |
| 2. | A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2. |
| 3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3. |
| 4. | A copy of the existing bylaws of the Trustee.** |
| 5. | A copy of each Indenture referred to in Item 4. Not applicable. |
| 6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
| 7. | Report of Condition of the Trustee as of September 30, 2020 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Denver, State of Colorado on the 18th of February, 2021.
| By: | /s/ Michael McGuire | |
| Michael McGuire | ||
| Vice President |
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Exhibit 2
4
Exhibit 3
5
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: February 18, 2021
| By: | /s/ Michael McGuire | |
| Michael McGuire | ||
| Vice President |
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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 9/30/2020
($000’s)
| 9/30/2020 | ||||
| Assets | ||||
| Cash and Balances Due From | $ | 43,891,940 | ||
| Depository Institutions | ||||
| Securities | 132,530,990 | |||
| Federal Funds | 898 | |||
| Loans & Lease Financing Receivables | 307,196,612 | |||
| Fixed Assets | 7,598,340 | |||
| Intangible Assets | 12,549,045 | |||
| Other Assets | 26,728,893 | |||
| Total Assets | $ | 530,496,718 | ||
| Liabilities | ||||
| Deposits | $ | 426,766,411 | ||
| Fed Funds | 1,460,030 | |||
| Treasury Demand Notes | 0 | |||
| Trading Liabilities | 859,917 | |||
| Other Borrowed Money | 29,719,033 | |||
| Acceptances | 0 | |||
| Subordinated Notes and Debentures | 3,850,000 | |||
| Other Liabilities | 14,732,819 | |||
| Total Liabilities | $ | 477,388,210 | ||
| Equity | ||||
| Common and Preferred Stock | 18,200 | |||
| Surplus | 14,266,915 | |||
| Undivided Profits | 38,022,958 | |||
| Minority Interest in Subsidiaries | 800,435 | |||
| Total Equity Capital | $ | 53,108,508 | ||
| Total Liabilities and Equity Capital | $ | 530,496,718 | ||
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