6.000% Notes due 2028
Note · Flex Ltd.
Reference: 6.000% Notes due 2028
- Original principal
- USD 400,000,000
- Outstanding
- —
- Commitment
- —
- Availability
- —
- Maturity
- Jan 15, 2028
Last reported interest terms: 6% Reported 2022-12-07 Later filings may not restate these terms; this does not confirm they still apply.
Verified covenant terms
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Section 5.01(a) · Limitation on Liens
The Company will not, and will not permit any Restricted Subsidiary to create, incur or assume any Lien on any property
Section 5.01*. Limitation on Liens.*
Full wording and supporting evidence
Source evidence: The Company will not, and will not permit any Restricted Subsidiary to create, incur or assume any Lien on any property (including shares of Capital Stock or Indebtedness) or assets, whether now owned or hereafter acquired, to secure Indebtedness (including Guarantees) of the Company, any Restricted Subsidiary, or any other Person, including, without limitation, Indebtedness under the Credit Facilities, without in any such case effectively providing concurrently with the creation, incurrence or assumption of such Lien with respect to such Indebtedness that the Notes (together with, if the Company so determines, any other Indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinated in right of payment to the Notes) will be secured by any such Lien equally and ratably with (or prior to) such secured Indebtedness, so long as such secured Indebtedness is so secured. In the case of the Credit Facilities, such obligation shall arise concurrently with the grant of any Lien thereunder, whether or not any Indebtedness will be outstanding under the Credit Facilities at such time. Any Lien created for the benefit of the Holders pursuant to this Section 5.01 shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien that gave rise to the obligation to secure the Notes.
Target identity evidence: FIFTH SUPPLEMENTAL INDENTURE, dated as of December 7, 2022 (“Fifth Supplemental Indenture”), to the Indenture dated as of June 6, 2019 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the “Base Indenture” and, as amended, modified and supplemented by this Fifth Supplemental Indenture, the “Indenture”), by and between Flex Ltd., a Singapore registered public company limited by shares and having company registration no. 199002645H, acting (subject to Section 1.17 of the Base Indenture) through its Bermuda branch, as issuer (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”).
Target identity evidence: There is hereby created and designated one series of Securities under the Base Indenture: the title of the Notes shall be “6.000% Notes due 2028.”
Target scope evidence: The Company will not, and will not permit any Restricted Subsidiary to create, incur or assume any Lien on any property (including shares of Capital Stock or Indebtedness) or assets, whether now owned or hereafter acquired, to secure Indebtedness (including Guarantees) of the Company, any Restricted Subsidiary, or any other Person, including, without limitation, Indebtedness under the Credit Facilities, without in any such case effectively providing concurrently with the creation, incurrence or assumption of such Lien with respect to such Indebtedness that the Notes (together with, if the Company so determines, any other Indebtedness of the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinated in right of payment to the Notes) will be secured by any such Lien equally and ratably with (or prior to) such secured Indebtedness, so long as such secured Indebtedness is so secured.
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Section 5.01(c) · Limitation on Liens
the restriction on Liens on property or assets of the Company or any Restricted Subsidiary contained above will also not apply
Section 5.01*. Limitation on Liens.*
Full wording and supporting evidence
Source evidence: Except in the case of any lien granted under the Credit Facilities (as to which no exceptions to the restrictions on Liens and the obligation to equally and ratably secure the Notes set forth in this Section 5.01(a) and (b) apply), the restriction on Liens on property or assets of the Company or any Restricted Subsidiary contained above will also not apply to the creation, incurrence or assumption by the Company or any Restricted Subsidiary of a Lien which would otherwise be subject to the restrictions under this Section 5.01 if the aggregate principal amount of all Indebtedness secured by Liens on property or assets of the Company and of any Restricted Subsidiary then outstanding (not including any such Indebtedness secured by Liens permitted to be incurred pursuant to clauses (1) through (24) above) plus Attributable Debt of the Company and its Restricted Subsidiaries in respect of Sale and Leaseback Transactions, that would otherwise be subject to the restrictions of Section 5.02 below (not including any such Sale and Leaseback transaction permitted under paragraph (1) thereof in reliance on an exception set forth in clauses (1) through (24) above of this Section 5.01) does not at the time such Indebtedness is incurred exceed an amount equal to the greater of $1,500,000,000 and 15% of Consolidated Net Tangible Assets.
Target identity evidence: FIFTH SUPPLEMENTAL INDENTURE, dated as of December 7, 2022 (“Fifth Supplemental Indenture”), to the Indenture dated as of June 6, 2019 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the “Base Indenture” and, as amended, modified and supplemented by this Fifth Supplemental Indenture, the “Indenture”), by and between Flex Ltd., a Singapore registered public company limited by shares and having company registration no. 199002645H, acting (subject to Section 1.17 of the Base Indenture) through its Bermuda branch, as issuer (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”).
Target identity evidence: There is hereby created and designated one series of Securities under the Base Indenture: the title of the Notes shall be “6.000% Notes due 2028.”
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Section 4.03(f) · Offer to Purchase
The Company will not be required to make an offer to repurchase Notes upon a Change of Control Repurchase Event if a third party makes such an offer
Section 4.03. Offer to Purchase.
Full wording and supporting evidence
Source evidence: (f) The Company will not be required to make an offer to repurchase Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
Target identity evidence: FIFTH SUPPLEMENTAL INDENTURE, dated as of December 7, 2022 (“Fifth Supplemental Indenture”), to the Indenture dated as of June 6, 2019 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the “Base Indenture” and, as amended, modified and supplemented by this Fifth Supplemental Indenture, the “Indenture”), by and between Flex Ltd., a Singapore registered public company limited by shares and having company registration no. 199002645H, acting (subject to Section 1.17 of the Base Indenture) through its Bermuda branch, as issuer (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”).
Target identity evidence: There is hereby created and designated one series of Securities under the Base Indenture: the title of the Notes shall be “6.000% Notes due 2028.”
Target scope evidence: (f) The Company will not be required to make an offer to repurchase Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
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Section 5.03 · Repurchase of Notes Upon a Change of Control
Within 30 days following a Change of Control Repurchase Event with respect to the Notes
Springing Trigger: a Change of Control Repurchase Event Section 5.03*. Repurchase of Notes Upon a Change of Control.*
Full wording and supporting evidence
Source evidence: Within 30 days following a Change of Control Repurchase Event with respect to the Notes, or, at the Company’s option, prior to such Change of Control but after public announcement thereof, the Company (unless it has exercised its right to redeem all the Notes) shall make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the aggregate principal amount plus accrued and unpaid interest to but not including the date of purchase.
Target identity evidence: FIFTH SUPPLEMENTAL INDENTURE, dated as of December 7, 2022 (“Fifth Supplemental Indenture”), to the Indenture dated as of June 6, 2019 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the “Base Indenture” and, as amended, modified and supplemented by this Fifth Supplemental Indenture, the “Indenture”), by and between Flex Ltd., a Singapore registered public company limited by shares and having company registration no. 199002645H, acting (subject to Section 1.17 of the Base Indenture) through its Bermuda branch, as issuer (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”).
Target identity evidence: There is hereby created and designated one series of Securities under the Base Indenture: the title of the Notes shall be “6.000% Notes due 2028.”
Target scope evidence: Within 30 days following a Change of Control Repurchase Event with respect to the Notes, or, at the Company’s option, prior to such Change of Control but after public announcement thereof, the Company (unless it has exercised its right to redeem all the Notes) shall make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the aggregate principal amount plus accrued and unpaid interest to but not including the date of purchase.
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Section 5.04(a)(1) · Events of Default
the Company defaults in the payment of interest on any Note
Section 5.04*. Events of Default; Acceleration.*
Full wording and supporting evidence
Source evidence: (1) the Company defaults in the payment of interest on any Note, or any Additional Amounts payable with respect thereto, when the same becomes due and payable, and the default continues for a period of 30 days;
Target identity evidence: FIFTH SUPPLEMENTAL INDENTURE, dated as of December 7, 2022 (“Fifth Supplemental Indenture”), to the Indenture dated as of June 6, 2019 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the “Base Indenture” and, as amended, modified and supplemented by this Fifth Supplemental Indenture, the “Indenture”), by and between Flex Ltd., a Singapore registered public company limited by shares and having company registration no. 199002645H, acting (subject to Section 1.17 of the Base Indenture) through its Bermuda branch, as issuer (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”).
Target identity evidence: There is hereby created and designated one series of Securities under the Base Indenture: the title of the Notes shall be “6.000% Notes due 2028.”
Target scope evidence: (1) the Company defaults in the payment of interest on any Note, or any Additional Amounts payable with respect thereto, when the same becomes due and payable, and the default continues for a period of 30 days;
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Section 5.04(a)(2) · Events of Default
the Company defaults in the payment of the principal or any premium
Section 5.04*. Events of Default; Acceleration.*
Full wording and supporting evidence
Source evidence: (2) the Company defaults in the payment of the principal or any premium with respect to any Note, or any Additional Amounts payable with respect thereto, when the same becomes due and payable at maturity, upon acceleration or redemption, or otherwise;
Target identity evidence: FIFTH SUPPLEMENTAL INDENTURE, dated as of December 7, 2022 (“Fifth Supplemental Indenture”), to the Indenture dated as of June 6, 2019 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the “Base Indenture” and, as amended, modified and supplemented by this Fifth Supplemental Indenture, the “Indenture”), by and between Flex Ltd., a Singapore registered public company limited by shares and having company registration no. 199002645H, acting (subject to Section 1.17 of the Base Indenture) through its Bermuda branch, as issuer (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”).
Target identity evidence: There is hereby created and designated one series of Securities under the Base Indenture: the title of the Notes shall be “6.000% Notes due 2028.”
Target scope evidence: (2) the Company defaults in the payment of the principal or any premium with respect to any Note, or any Additional Amounts payable with respect thereto, when the same becomes due and payable at maturity, upon acceleration or redemption, or otherwise;
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Section 5.04(a)(3) · Events of Default
the Company defaults in the performance of or breaches any other covenant
Section 5.04*. Events of Default; Acceleration.*
Full wording and supporting evidence
Source evidence: (3) the Company defaults in the performance of or breaches any other covenant, warranty or agreement of the Company in the Indenture with respect to the Notes or under the Notes (other than a covenant or warranty included therein solely for the benefit of one or more series of Securities other than the Notes) and the default or breach continues for a period of 90 consecutive days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than 25% in aggregate principal amount of the Notes specifying such default or breach and requiring it to be remedied and stating that it is a “Notice of Default” under the Indenture;
Target identity evidence: FIFTH SUPPLEMENTAL INDENTURE, dated as of December 7, 2022 (“Fifth Supplemental Indenture”), to the Indenture dated as of June 6, 2019 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the “Base Indenture” and, as amended, modified and supplemented by this Fifth Supplemental Indenture, the “Indenture”), by and between Flex Ltd., a Singapore registered public company limited by shares and having company registration no. 199002645H, acting (subject to Section 1.17 of the Base Indenture) through its Bermuda branch, as issuer (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”).
Target identity evidence: There is hereby created and designated one series of Securities under the Base Indenture: the title of the Notes shall be “6.000% Notes due 2028.”
Target scope evidence: (3) the Company defaults in the performance of or breaches any other covenant, warranty or agreement of the Company in the Indenture with respect to the Notes or under the Notes (other than a covenant or warranty included therein solely for the benefit of one or more series of Securities other than the Notes) and the default or breach continues for a period of 90 consecutive days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than 25% in aggregate principal amount of the Notes specifying such default or breach and requiring it to be remedied and stating that it is a “Notice of Default” under the Indenture;
Documents and filing history
- GoverningAgreement · EX-4.2 · 2022-12-07 — EXHIBIT 4.2
- SeriesInstrument · EX-4.2 · 2022-12-07 — EXHIBIT 4.2
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Issuance
· 2022-12-07
Original principal USD 400,000,000 Exact source document
Parent 8-K filing · 2022-12-07
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Fifth Supplemental Indenture (the “**Initial Notes**”) shall be limited to $400,000,000, subject to increase as set forth in Section 3.03.
Issuer evidence: FIFTH SUPPLEMENTAL INDENTURE, dated as of December 7, 2022 (“**Fifth Supplemental Indenture**”), to the Indenture dated as of June 6, 2019 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the “**Base Indenture**” and, as amended, modified and supplemented by this Fifth Supplemental Indenture, the “**Indenture**”), by and between Flex Ltd., a Singapore registered public company limited by shares and having company registration no. 199002645H, acting (subject to Section 1.17 of the Base Indenture) through its Bermuda branch, as issuer (the “**Company**”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “**Trustee**”).
Supporting evidence: (c) The Stated Maturity of the Notes shall be January 15, 2028. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge (in accordance with and subject to Section 2.08 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
Supporting evidence: (d) The Notes shall bear interest at the rate of 6.000% per annum, beginning on December 7, 2022, or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The interest payment dates for the Notes shall be January 15 and July 15 of each year, beginning on July 15, 2023 (each such date, an “**Interest Payment Date**”) and the “**record date**” for any interest payable on each such Interest Payment Date shall be the immediately preceding January 1 and July 1; *provided* that upon the Stated Maturity of the Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and *provided further*, the “**record date**” for any interest, principal, or premium, if any, payable on the Stated Maturity of the Notes shall be the immediately preceding January 1, 2028. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall be due on the next succeeding Business Day as if made on the date that such payment was due, and, unless the Company defaults on such payment, no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
Supporting evidence: WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Fifth Supplemental Indenture in order to establish and provide for the issuance by the Company of a series of Securities designated as its 6.000% Notes due 2028 (the “**Notes**”), on the terms set forth herein;
Supporting evidence: WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Fifth Supplemental Indenture in order to establish and provide for the issuance by the Company of a series of Securities designated as its 6.000% Notes due 2028 (the “**Notes**”), on the terms set forth herein;