TE Connectivity plc S-3ASR, filed Oct 1, 2024
TE Connectivity plc (TEL)
SECURITIES AND EXCHANGE COMMISSION
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Ireland
(State or other jurisdiction of incorporation or
organization) |
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98-1779916
(I.R.S. Employer Identification Number)
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Park West,
Parkmore,
H91VN2T Ballybrit,
Galway,
Ireland
+353 91 378 040
including area code, of registrant’s principal executive offices)
Executive Vice President and General Counsel
TE Connectivity plc
1050 Westlakes Drive
Berwyn, Pennsylvania 19312
(610) 893-9800
Corey R. Chivers
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
Approximate date of commencement of proposed sale to the public:
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Large accelerated filer
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Smaller reporting company
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Emerging growth company
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Non-accelerated filer
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Accelerated filer
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Exact Name of Additional
Registrant as Specified in its Charter* |
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State or other Jurisdiction of
Incorporation or Organization |
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I.R.S. Employment
Identification No. |
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Address, including Zip Code, of
Principal Executive Offices |
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Telephone Number
including Area Code |
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| TYCO ELECTRONICS GROUP S.A. | | | Luxembourg | | | 98-0518566 | | |
46 Place Guillaume II
L-1648 Luxembourg |
| | +352 46 43 40 401 | |
| TE CONNECTIVITY SWITZERLAND LTD. | | | Switzerland | | | 98-1808270 | | |
Mühlenstrasse 26
CH-8200 Schaffhausen, Switzerland |
| | +41(0)52 633 66 61 | |
![[MISSING IMAGE: lg_teconnectivity-4c.jpg]](/stocks/tel/documents/c2368bf1-5f28-46d1-a345-406272a0d59f/asset/lg_teconnectivity-4c.jpg)
WARRANTS
UNITS
GUARANTEES
UNITS
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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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Audit fees and expenses
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Miscellaneous expenses
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Trustee fees and expenses
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Total
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| | | | | TE CONNECTIVITY PLC | | |||
| | | | | By: | | |
/s/ Heath A. Mitts
Name: Heath A. Mitts
Title:
Executive Vice President and Chief Financial Officer
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Signature
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Title
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/s/ Terrence R. Curtin
Terrence R. Curtin
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Chief Executive Officer and Director
(Principal Executive Officer) |
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/s/ Heath A. Mitts
Heath A. Mitts
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Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer)
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/s/ Robert J. Ott
Robert J. Ott
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Senior Vice President and Corporate Controller (Principal Accounting Officer)
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/s/ Jean-Pierre Clamadieu
Jean-Pierre Clamadieu
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Director
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/s/ Carol A. Davidson
Carol A. Davidson
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Director
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/s/ Lynn A. Dugle
Lynn A. Dugle
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Director
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/s/ William A. Jeffrey
William A. Jeffrey
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Director
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/s/ Syaru Shirley Lin
Syaru Shirley Lin
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Director
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/s/ Abhijit Y. Talwalkar
Abhijit Y. Talwalkar
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Director
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/s/ Mark C. Trudeau
Mark C. Trudeau
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Director
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Signature
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Title
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/s/ Dawn C. Willoughby
Dawn C. Willoughby
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Director
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/s/ Laura H. Wright
Laura H. Wright
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Director
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| | | | | By: | | |
/s/ John S. Jenkins, Jr.
John S. Jenkins, Jr.
TE Connectivity plc Executive Vice President and General Counsel |
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| | | | | TE CONNECTIVITY SWITZERLAND LTD. | | |||
| | | | | By: | | |
/s/ Harold G. Barksdale
Name: Harold G. Barksdale
Title:
Director
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Signature
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Title
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/s/ Harold G. Barksdale
Harold G. Barksdale
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Director and Authorized Representative in the United States
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/s/ Matthew M. Pilcher
Matthew M. Pilcher
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Director
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/s/ Daniel T. Morgan
Daniel T. Morgan
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Director
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/s/ Sarah Huot de Saint Albin
Sarah Huot de Saint Albin
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Director
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/s/ Christian Schmidt
Christian Schmidt
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Director
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/s/ Jörg Casparis
Jörg Casparis
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Director
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| | | | | TYCO ELECTRONICS GROUP S.A. | | |||
| | | | | By: | | |
/s/ Harold G. Barksdale
Name: Harold G. Barksdale
Title:
Director
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Signature
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Title
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/s/ Harold G. Barksdale
Harold G. Barksdale
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Director and Authorized Representative in the United States
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/s/ Helena Brogan
Helena Brogan
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Director
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/s/ Sabine M. Carbon
Sabine M. Carbon
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Director and Controller
(Principal Financial and Accounting Officer) |
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/s/ Jean-Jacques Fotzeu
Jean-Jacques Fotzeu
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Director
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/s/ Sarah Huot de Saint Albin
Sarah Huot de Saint Albin
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Director
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/s/ Patrick Segmueller
Patrick Segmueller
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Director
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Exhibit 5.1
767 Fifth Avenue
New York, NY 10153-0119
+1 212 310 8000 tel
+1 212 310 8007 fax
October 1, 2024
TE Connectivity plc
Ten Earlsfort Terrace
Dublin 2, D02 T380, Ireland
TE Connectivity Switzerland 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 plc, an Irish public limited company (“TE Connectivity”), TE Connectivity Switzerland Ltd., a Swiss corporation (“Swiss TE”), and Tyco Electronics Group S.A., a Luxembourg company (“TEGSA” and, together with TE Connectivity and Swiss TE, the “Registrants”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Registrants’ Registration Statement on Form S-3 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offer, issuance and sale from time to time (i) by TE Connectivity of an indeterminate amount of (a) registered shares (the “Registered Shares”); (b) warrants (the “Warrants”); (c) units (the “TE Connectivity Units”) comprised of Registered Shares, Warrants or Debt Securities (as defined below); and (d) guarantees (the “Parent Guarantees”) of Debt Securities; (ii) by Swiss TE of an indeterminate amount of guarantees of Debt Securities (the “Additional Guarantees” and, together with the Parent Guarantees, the “Guarantees”); and (iii) by TEGSA of an indeterminate amount of (a) debt securities (the “Debt Securities”) and (b) units comprised of Debt Securities and Registered Shares or Warrants (the “TEGSA Units” and, together with the TE Connectivity Units, the “Units”). We refer to the Registered Shares, the Warrants, the Units, the Guarantees and the Debt Securities collectively as the “Securities.”
In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Registration Statement, the Prospectus contained in the Registration Statement (the “Prospectus”), the 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”), the form of Guarantee of TE Connectivity included in the Indenture and 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 the Registrants, 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.
| TE Connectivity plc |  |
| TE Connectivity Switzerland Ltd. | |
| Tyco Electronics Group S.A. |
October 1, 2024
Page 2
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. 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 the Registrants.
Based on and subject to the foregoing and assuming that (i) each of the Registrants validly exists and has the requisite corporate power and authority to issue the Securities and to execute, deliver and perform its obligations under the Securities, (ii) each trustee for the Debt Securities and warrant agent for the Warrants, when appointed, will validly exist and have the requisite corporate power and authority to enter into and perform its obligations under the Indenture, the supplemental indenture relating to the Debt Securities and any warrant agreement, as applicable, (iii) any Securities issuable upon conversion, exercise or exchange of any Securities being offered or issued will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exercise or exchange, (iv) the Registration Statement and any amendments thereto (including any post-effective amendments) will have become effective and comply with all applicable laws and no stop order suspending the Registration Statement’s effectiveness will have been issued and remain in effect, in each case, at the time the Securities are offered or issued as contemplated by the Registration Statement, (v) a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and will at all relevant times comply with all applicable laws, (vi) TE Connectivity has timely filed all necessary reports pursuant to the Securities Exchange Act of 1934, as amended, which are incorporated by reference into the Registration Statement, (vii) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and any applicable prospectus supplement and (viii) any definitive purchase, underwriting or similar agreement with respect to any Securities will have been duly authorized and validly executed and delivered by the Registrants and the other party or parties thereto, we are of the opinion that:
1. Debt Securities. Assuming that (i) the execution, delivery and performance of any Debt Securities (including any Debt Securities that may be issued as part of Units or otherwise pursuant to the terms of any other Securities) and the terms thereof have been duly authorized by all necessary corporate action on the part of TEGSA, (ii) the form of the Debt Securities and any supplemental indenture relating to such Debt Securities has been duly authorized, executed and delivered by all parties thereto substantially in the form so filed, (iii) the terms of such Debt Securities to be issued under the Indenture and the applicable supplemental indenture have been duly established in conformity with the Indenture and the applicable supplemental indenture so as not to violate any applicable law, affect the enforceability of such Debt Securities or result in a default under or breach of any agreement or instrument binding upon the Registrants, and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Registrants, (iv) such Debt Securities have been duly executed and authenticated in accordance with the Indenture and delivered against any contemplated payment therefor and issued and sold as contemplated in the Registration Statement, the Prospectus and any prospectus supplement relating thereto, and in accordance with any underwriting agreement and (v) such Debt Securities and the supplemental indenture relating to such Debt Securities are governed by New York law, such Debt Securities (including any Debt Securities that may be issued as part of Units or otherwise pursuant to the terms of any other Securities) will constitute legal, valid and binding obligations of TEGSA, enforceable against TEGSA in accordance with their terms.
| TE Connectivity plc | |
| TE Connectivity Switzerland Ltd. | |
| Tyco Electronics Group S.A. |
October 1, 2024
Page 3
2. Warrants. Assuming that (i) the execution, delivery and performance of any Warrants (including any Warrants that may be issued as part of Units or otherwise pursuant to the terms of any other Securities) and the terms thereof have been duly authorized by all necessary corporate action on the part of TE Connectivity, (ii) the warrant agreement or warrant agreements relating to such Warrants have been duly authorized, executed and delivered by all parties thereto substantially in the form so filed, (iii) the terms of such Warrants have been duly established so as not to violate any applicable law, affect the enforceability of such Warrants or result in a default under or breach of any agreement or instrument binding upon TE Connectivity, and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over TE Connectivity, (iv) such Warrants or certificates representing such Warrants have been duly executed, authenticated and delivered against any contemplated payment therefor and issued and sold as contemplated in the Registration Statement, the Prospectus and any prospectus supplement relating thereto, and in accordance with any underwriting agreement and (v) such Warrants and the warrant agreement or warrant agreements relating to such Warrants are governed by New York law, such Warrants (including any Warrants that may be issued as part of Units or otherwise pursuant to the terms of any other Securities) will constitute legal, valid and binding obligations of TE Connectivity, enforceable against TE Connectivity in accordance with their terms.
3. Units. Assuming that (i) the execution, delivery and performance of any Units and the terms thereof have been duly authorized by all necessary corporate action on the part of the applicable Registrant and the securities of any other entities to be included in the Units, if any, have been duly authorized and issued by such entity, (ii) the unit agreement or unit agreements relating to such Units have been duly authorized, executed and delivered by all parties thereto substantially in the form so filed, (iii) the terms of such Units have been duly established so as not to violate any applicable law, affect the enforceability of such Units or result in a default under or breach of any agreement or instrument binding upon the applicable Registrant, and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the applicable Registrant, (iv) such Units have been issued, paid for and delivered against any contemplated payment therefor and issued and sold as contemplated in the Registration Statement, the Prospectus and any prospectus supplement relating thereto, and in accordance with any underwriting agreement and (v) such Units and the unit agreement or unit agreements relating to such Units are governed by New York law, such Units will constitute legal, valid and binding obligations of the applicable Registrant, enforceable against the applicable Registrant in accordance with their terms.
| TE Connectivity plc | |
| TE Connectivity Switzerland Ltd. | |
| Tyco Electronics Group S.A. |
October 1, 2024
Page 4
4. Guarantees. Assuming that (i) the execution, delivery and performance of any Guarantees and the terms of the offering thereof have been duly authorized by all necessary corporate action on the part of each of TE Connectivity and Swiss TE (each, a “Guarantor”), (ii) any supplemental indenture relating to such Debt Securities and such Guarantees has been duly authorized, executed and delivered by all parties thereto substantially in the form so filed, (iii) the Debt Securities have been duly executed and authenticated in accordance with the Indenture and any applicable supplemental indenture, (iv) the terms of the Guarantees to be issued under the Indenture and any applicable supplemental indenture have been duly established in conformity with the Indenture and any applicable supplemental indenture so as not to violate any applicable law, affect the enforceability of such Guarantees or result in a default under or breach of any agreement or instrument binding upon each Guarantor, and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over each Guarantor, (v) the Guarantees have been duly executed in accordance with the Indenture and any applicable supplemental indenture and delivered against any contemplated payment therefor and issued and sold as contemplated in the Registration Statement, the Prospectus and any prospectus supplement relating thereto, and in accordance with any underwriting agreement and (vi) such Guarantees and the supplemental indenture relating to such Guarantees are governed by New York law, such Guarantees will constitute legal, valid and binding obligations of each Guarantor, enforceable against each Guarantor in accordance with their terms.
The opinions expressed above with respect to the validity, binding effect and enforceability of the Securities are 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 except that rights to indemnification and contribution thereunder may be limited by federal or state securities laws or public policy relating thereto. The opinions are also subject to the issuance of any legally required consents, approvals, authorizations or orders of the Commission and any other regulatory authority.
| TE Connectivity plc | |
| TE Connectivity Switzerland Ltd. | |
| Tyco Electronics Group S.A. |
October 1, 2024
Page 5
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 or the rules and regulations of the Commission.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
Exhibit 5.2
1 October 2024
| To: | Board of Directors |
TE Connectivity plc 10 Earlsfort Terrace Dublin 2 D02 T380 Ireland |
| Re: | TE Connectivity plc Form S-3 Registration Statement |
Dear Directors
| 1. | Basis of Opinion |
| 1.1 | We are acting as Irish counsel to TE Connectivity plc, a public company limited by shares, incorporated under the laws of Ireland, with its registered office at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-3 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “Securities Act”). We refer in particular to Ordinary Shares with a nominal value of US$0.01 each of the Company (the “Shares”) that may be issued pursuant to the Registration Statement. |
| 1.2 | This Opinion is confined to and given in all respects on the basis of the laws of Ireland (meaning Ireland exclusive of Northern Ireland) in force as at the date of this Opinion as currently applied by the courts of Ireland. We have made no investigation of and we express no opinion as to the laws of any other jurisdiction or the effect thereof. |
| 1.3 | This Opinion is also strictly confined to: |
| (a) | the matters expressly stated herein at paragraph 2 below and is not to be read as extending by implication or otherwise to any other matter; |
| (b) | the documents listed in the schedule to this Opinion (the “Documents”); and |
| (c) | the searches listed at Paragraph 1.6 below. |
| 1.4 | We express no opinion, and make no representation or warranty, as to any matter of fact or in respect of any documents which may exist in relation to the Shares, other than the Documents. |
| 1.5 | For the purpose of giving this Opinion, we have examined copies of the Documents sent to us by email in pdf or other electronic format. |
| 1.6 | For the purpose of giving this Opinion, we have caused to be made the following legal searches against the Company on or about the date hereof (the “Searches”): |
| (a) | on the file of the Company maintained by the Irish Registrar of Companies in Dublin for returns of allotments, special resolutions amending the Memorandum and Articles of Association of the Company and notice of the appointment of directors and secretary of the Company and for the appointment of any receiver, examiner or liquidator; |
| (b) | in the Judgments Office of the High Court for unsatisfied judgments, orders, decrees and the like for the five years immediately preceding the date of the search in respect of the Company; and |
| (c) | in the Central Office of the High Court in Dublin for any proceedings or petitions filed. |
| 1.7 | This Opinion is governed by and is to be construed in accordance with the laws of Ireland as interpreted by the courts of Ireland at the date hereof. |
| 2. | Opinion |
Subject to the assumptions and qualifications set out in this Opinion and to any matters not disclosed to us, we are of the opinion that:
| 2.1 | the Company is a public company limited by shares, is duly incorporated and validly existing under the laws of Ireland and has the requisite corporate authority to issue the Shares; |
| 2.2 | when the Shares have been issued and allotted pursuant to and in accordance with the terms and conditions referred to or summarized in the applicable resolutions of the board of directors of the Company, the Shares will be validly issued, fully paid up and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such Shares). |
| 3. | Assumptions |
For the purpose of giving this Opinion, we assume the following without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:
Registration Statement and the Shares
| 3.1 | that when filed with the SEC, the Registration Statement will not differ in any material respect from the drafts that we have examined; |
| 3.2 | that any Shares issued under the Registration Statement will be in consideration of the receipt by the Company prior to the issue of the Shares pursuant thereto of either cash or the release of a liability of the Company for a liquidated sum, at least equal to the nominal value of such Shares and any premium required to be paid up on the Shares pursuant to their terms of issue; |
| 3.3 | that the filing of the Registration Statement with the SEC has been authorized by all necessary actions under all applicable laws other than Irish law; |
| 3.4 | with respect to Shares issued on or after 30 September 2029 (the date of expiry of the Company’s existing authority to issue Shares), that, at the time of issue of the Shares, the authority of the Company and the directors of the Company to issue the Shares, as granted by the articles of association of the Company (the “Articles of Association”) and the Companies Act 2014 of Ireland (the “Companies Act”), is in full force and effect; |
| 3.5 | with respect to Shares which are relevant securities (as defined in section 1021 of the Companies Act) that will have not been authorised for issue prior to 30 September 2029 but are issued and/or authorised for issue on or after 30 September 2029 (the date of expiry of the Company’s existing authority to issue Shares), that the Company will, at each subsequent annual general meeting, have renewed its authority to issue the Shares in accordance with the terms and conditions set out in the Articles of Association and the Companies Act for the remainder of the period that the Registration Statement will continue in effect; |
| 3.6 | that the issue of the Shares upon the conversion, exchange and exercise of any securities issued under the Registration Statement will be conducted in accordance with the terms and the procedures described in the Articles of Association, the Companies Act and the terms of issue of such securities; |
| 3.7 | that, at the time of issue of the Shares, the Company will have sufficient authorised but unissued share capital to issue the required number of Shares and the Company will not have prior to, or by virtue of, the issuance, exceeded or exceed the maximum number of Shares permitted by the Company’s shareholders to be issued pursuant to the authorities referred to in paragraphs 3.4 and 3.5 above; |
| 3.8 | that any issue of Shares will be in compliance with the Companies Act, the Irish Takeover Panel Act, 1997, Takeover Rules 2022 and all other applicable Irish company, takeover, securities, market abuse, insider dealing laws and other rules and regulations; |
| 3.9 | that as at the time of the issuance of the Shares, such issuance shall not be in contravention or breach of any agreement, undertaking, arrangement, deed or covenant affecting the Company or to which the Company is a party or otherwise bound or subject; |
| 3.10 | that any power of attorney granted by the Company in respect of the issue and allotment of the Shares shall have been duly granted, approved and executed in accordance with the Company’s Articles of Association, the Companies Act, the Powers of Attorney Act 1996 of Ireland and all other applicable laws, rules and regulations; |
Authenticity and bona fides
| 3.11 | the completeness and authenticity of all documents submitted to us as originals or copies of originals and (in the case of copies) conformity to the originals of copy documents and the genuineness of all signatories, stamps and seals thereon; |
| 3.12 | where incomplete Documents have been submitted to us or signature pages only have been supplied to us for the purposes of issuing this Opinion, that the originals of such Documents correspond in all respects with the last draft of the complete Documents submitted to us; |
| 3.13 | that the Documents have been executed in a form and content having no material difference to the drafts provided to us, will be delivered by the parties thereto, and that the terms thereof will be observed and performed by the parties thereto; |
| 3.14 | that the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout and that no further resolutions have been passed or other action taken which would or might alter the effectiveness thereof; |
| 3.15 | that each of the Documents is up-to-date and current and has not been amended, varied or terminated in any respect and no resolution contained in any of the Documents has been amended, varied, revoked or superseded in any respect; |
| 3.16 | the absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the Documents and their respective officers, employees, agents and (with the exception of Arthur Cox LLP) advisers; |
Accuracy of searches and warranties
| 3.17 | the accuracy and completeness of the information disclosed in the Searches referred to in paragraph 1.5 above and that such information has not since the time of such search or enquiry been altered. It should be noted that Searches at the Companies Registration Office, Dublin, do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of or the appointment of a receiver or an examiner to the Company; |
| 3.18 | there has been no alteration in the status or condition of the Company as disclosed by the Searches; |
| 3.19 | the truth, completeness and accuracy of all representations and statements as to factual matters contained in the Documents; |
Solvency and Insolvency
| 3.20 | that (i) the Company is as at the date of this Opinion able to pay their debts as they fall due within the meaning of section 509 (3) and 570 of the Companies Act or any analogous provision under any application laws; (ii) no receiver, liquidator or examiner or other similar officer has been appointed in relation to the Company or any “related company” (within the meaning of the Companies Act, “Related Company”) or any of their assets or undertakings; (iii) no petition for the making of a winding-up order or the appointment of an examiner or any similar officer has been presented in relation to the Company; and (iv) no insolvency proceedings have been opened or been requested to be opened in relation to the Company or any Related Company in Ireland or elsewhere; |
| 3.21 | that no proceedings have been instituted or injunction granted against the Company to restrain it from issuing the Shares and the issue of any Shares would not be contrary to any state, governmental, court, state or quasi-governmental agency, licensing authority, local or municipal governmental body or regulatory authority’s order, direction, guideline, recommendation, decision, licence or requirement; |
Commercial Benefit
| 3.22 | that the Documents have been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interest and for their respective corporate benefit; |
| 4. | Disclosure |
This Opinion is addressed to you in connection with the registration of the Shares with the SEC. We hereby consent to the inclusion of this Opinion as an exhibit to the Registration Statement to be filed with the SEC. In giving this consent, we do not thereby admit that we are in a category of person whose consent is required under Section 7 of the Securities Act.
| 5. | No Refresher |
This Opinion speaks only as of its date. We are not under any obligation to update this Opinion from time to time or to notify you of any change of law, fact or circumstances referred to or relied upon in the giving of this Opinion.
Yours faithfully,
| /s/ Arthur Cox | |
| ARTHUR COX |
SCHEDULE
Documents
| 1. | A copy of the form of the Registration Statement on Form S-3 to be filed by the Company with the SEC; |
| 2. | An omnibus secretary’s certificate dated 30 September 2024 of an officer of the Company (the “Corporate Certificate”) attaching and certifying, amongst other documents, copies of the following: |
| (a) | A copy of the constitution of the Company adopted by special resolution dated 12 September 2024 with effect from 30 September 2024; |
| (b) | A copy of the Certificate of Incorporation of the Company dated 16 November 2015; |
| (c) | A copy of the Certificate of Incorporation on Change of Name of the Company dated 5 March 2024; and |
| (d) | A copy of the Certificate of Incorporation on Re-registration as a PLC dated 7 March 2024. |
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated November 13, 2023, relating to the financial statements of TE Connectivity Ltd. and the effectiveness of TE Connectivity Ltd.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of TE Connectivity Ltd. for the year ended September 29, 2023. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
October 1, 2024
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That each person whose signature appears below constitutes and appoints Terrence R. Curtin, Heath A. Mitts and John S. Jenkins, Jr., his or her true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-3 and any and all amendments (including post-effective amendments) and supplements to this Registration Statement or any subsequent registration statement and all amendments thereto TE Connectivity plc may hereafter file with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them (with full power to act alone), full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.
Dated and effective as of the 1st of October 2024.
| /s/ Terrence R. Curtin | /s/ Heath A. Mitts | |
| Terrence R. Curtin, Chief Executive Officer and Director (Principal Executive Officer) | Heath A. Mitts, Executive Vice President and Chief Financial Officer and Director (Principal Financial Officer) | |
| /s/ Robert J. Ott | /s/ Jean-Pierre Clamadieu | |
| Robert J. Ott, Senior Vice President and Corporate Controller (Principal Accounting Officer) | Jean-Pierre Clamadieu, Director | |
| /s/ Carol A. Davidson | /s/ Lynn A. Dugle | |
| Carol A. Davidson, Director | Lynn A. Dugle, Director | |
| /s/ William A. Jeffrey | /s/ Syaru Shirley Lin | |
| William A. Jeffrey, Director | Syaru Shirley Lin, Director | |
| /s/ Abhijit Y. Talwalkar | /s/ Mark C. Trudeau | |
| Abhijit Y. Talwalkar, Director | Mark C. Trudeau, Director | |
| /s/ Dawn C. Willoughby | /s/ Laura H. Wright | |
| Dawn C. Willoughby, Director | Laura H. Wright, Director |
Exhibit 25.1
UNITED STATES
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)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)
| New York | 13-4941247 |
| (Jurisdiction of Incorporation or | (I.R.S. Employer |
| organization if not a U.S. national bank) | Identification no.) |
| One Columbus Circle | |
| New York, New York | 10019 |
(Address of principal executive offices) |
(Zip Code) |
Deutsche Bank Trust Company Americas
1 Columbus Circle
New York, New York 10019
(212) 250 – 2500
(Name, address and telephone number of agent for service)
TE Connectivity plc
(Exact name of registrant as specified in its charter)
SEE TABLE OF ADDITIONAL REGISTRANTS
| Ireland | 98-1779916 | |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification Number) |
Parkmore Business Park
West,
Parkmore,
H91VN2T Ballybrit, Galway, Ireland
+353
91 378 040
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
John S. Jenkins, Jr.
Executive Vice President
and General Counsel TE
Connectivity plc
1050 Westlakes Drive
Berwyn, Pennsylvania 19312
(610)
893-9800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copy to:
Corey R. Chivers
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
Debt
Securities
(Title of the Indenture securities)
TABLE OF ADDITIONAL REGISTRANTS
| Exact Name of Additional Registrant as Specified in its Charter* |
State
or other Jurisdiction of Incorporation or Organization |
I.R.S. Employment Identification No. |
Address, including Zip
Code, of Principal Executive Offices |
Telephone Number including Area Code |
| TYCO ELECTRONICS GROUP S.A. | Luxembourg | 98-0518566 | 46
Place Guillaume II L-1648 Luxembourg |
+352 46 43 40 401 |
| TE CONNECTIVITY SWITZERLAND LTD. | Switzerland | 98-1808270 | Mühlenstrasse
26 CH-8200 Schaffhausen, Switzerland |
+41(0)52 633 66 61 |
| 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. |
| Name | Address |
| Federal Reserve Bank (2nd District) | New York, NY |
| Federal Deposit Insurance Corporation | Washington, D.C. |
| New York State Banking Department | Albany, NY |
| (b) Whether it is authorized to exercise corporate trust powers. |
| Yes. |
| Item 2. | Affiliations with Obligor. |
If the obligor is an affiliate of the Trustee, describe each such affiliation.
| Not Applicable. |
| Item 3. -15. | Not Applicable |
| Item 16. | List of Exhibits. |
| Exhibit 1 - | Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998;Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810. | |
| Exhibit 2 - | Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810. | |
| Exhibit 3 - | Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810. | |
| Exhibit 4 - | A copy of existing By-Laws of Deutsche Bank Trust Company Americas, incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-271647. |
| Exhibit 5 - | Not applicable. | |
| Exhibit 6 - | Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810. | |
| Exhibit 7 - | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. | |
| Exhibit 8 - | Not Applicable. | |
| Exhibit 9 - | Not Applicable. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 19th day of September, 2024.
| DEUTSCHE BANK TRUST COMPANY AMERICAS | |||
| /s/ Mary Miselis | |||
| By: | Mary Miselis | ||
| Vice President | |||
| Board of Governors of the Federal Reserve System | OMB Number 7100-0036 | |
| Federal Deposit Insurance Corporation | OMB Number 3064-0052 | |
| Office of the Comptroller of the Currency | OMB Number 1557-0081 | |
| Approval expires June 30, 2027 | ||
| Page 1 of 85 |
Federal Financial Institutions Examination Council
 | Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only—FFIEC 041 |
Report at the close of business June 30, 2024
This report is required by law: 12 U.S.C. § 324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464 (Savings associations).
Unless the context indicates otherwise, the term "bank" in this report form refers to both banks and savings associations.
20240630
(RCON 9999)
This report form is to be filed by banks with domestic offices only and total consolidated assets of less than $100 billion, except those banks that file the FFIEC 051, and those banks that are advanced approaches institutions for regulatory capital purposes that are required to file the FFIEC 031.
NOTE: Each bank’s board of directors and senior management are responsible for establishing and maintaining an effective system of internal control, including controls over the Reports of Condition and Income. The Reports of Condition and Income are to be prepared in accordance with federal regulatory authority instructions. The Reports of Condition and Income must be signed by the Chief Financial Officer (CFO) of the reporting bank (or by the individual performing an equivalent function) and attested to by not less than two directors (trustees) for state nonmember banks and three directors for state member banks, national banks, and savings associations.
I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting
| Signature of Chief Financial Officer (or Equivalent) |
| 07/30/2024 |
| Date of Signature |
schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct to the best of my knowledge and belief.
We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct.
| Director (Trustee) |
| Director (Trustee) |
| Director (Trustee) |
Submission of Reports
Each bank must file its Reports of Condition and Income (Call Report) data by either:
| (a) | Using computer software to prepare its Call Report and then submitting the report data directly to the FFIEC’s Central Data Repository (CDR), an Internet-based system for data collec-tion (https://cdr.ffiec.gov/cdr/), or |
| (b) | Completing its Call Report in paper form and arranging with a software vendor or another party to convert the data into the electronic format that can be processed by the CDR. The software vendor or other party then must electronically submit the bank’s data file to the CDR. |
For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at (888) CDR-3111, by fax at (703) 774-3946, or by e-mail at cdr.help@cdr.ffiec.gov.
| FDIC Certificate Number | 623 |
| (RSSD 9050) | |
To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach your bank’s completed signature page (or a photocopy or a computer gener-ated version of this page) to the hard-copy record of the data file submitted to the CDR that your bank must place in its files.
The appearance of your bank’s hard-copy record of the submitted data file need not match exactly the appearance of the FFIEC’s sample report forms, but should show at least the caption of each Call Report item and the reported amount.
| DEUTSCHE BANK TRUST COMPANY AMERICAS |
| Legal Title of Bank (RSSD 9017) |
| New York |
| City (RSSD 9130) |
| NY | 10019 | ||
| State Abbreviation (RSSD 9200) | Zip Code (RSSD 9220) | ||
| Legal Entity Identifier (LEI) | |||
| 8EWQ2UQKS07AKK8ANH81 | |||
(Report only if your institution already has an LEI.) (RCON 9224) | |||
The estimated average burden associated with this information collection is 55.56 hours per respondent and is expected to vary by institution, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Currency, Washington, DC 20219; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429.
06/2024
| FFIEC 041 | |||||||
| Page 16 of 85 | |||||||
| RC-1 | |||||||
Consolidated Report of Condition for Insured Banks and Savings Associations for June 30, 2024
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
Schedule RC—Balance Sheet
| Dollar Amounts in Thousands | RCON | Amount | ||||
| Assets | ||||||
| 1. | Cash and balances due from depository institutions (from Schedule RC-A) | |||||
| a. Noninterest-bearing balances and currency and coin (1) | 0081 | 23,000 | 1.a. | |||
| b. Interest-bearing balances (2) | 0071 | 15,273,000 | 1.b. | |||
| 2. | Securities: | |||||
| a. Held-to-maturity securities (from Schedule RC-B, column A) (3) | JJ34 | 0 | 2.a. | |||
| b. Available-for-sale debt securities (from Schedule RC-B, column D) | 1773 | 376,000 | 2.b. | |||
| c. Equity securities with readily determinable fair values not held for trading (4) | JA22 | 0 | 2.c. | |||
| 3. | Federal funds sold and securities purchased under agreements to resell: | |||||
| a. Federal funds sold | B987 | 0 | 3.a. | |||
| b. Securities purchased under agreements to resell (5, 6) | B989 | 5,921,000 | 3.b. | |||
| 4. | Loans and lease financing receivables (from Schedule RC-C): | |||||
| a. Loans and leases held for sale | 5369 | 0 | 4.a. | |||
| b. Loans and leases held for investment | B528 | 16,614,000 | 4.b. | |||
| c. LESS: Allowance for credit losses on loans and leases | 3123 | 26,000 | 4.c. | |||
| d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c) | B529 | 16,588,000 | 4.d. | |||
| 5. | Trading assets (from Schedule RC-D) | 3545 | 0 | 5. | ||
| 6. | Premises and fixed assets (includingright-of-use assets | 2145 | 0 | 6. | ||
| 7. | Other real estate owned (from Schedule RC-M) | 2150 | 4,000 | 7. | ||
| 8. | Investments in unconsolidated subsidiaries and associated companies | 2130 | 0 | 8. | ||
| 9. | Direct and indirect investments in real estate ventures | 3656 | 0 | 9. | ||
| 10. | Intangible assets (from Schedule RC-M) | 2143 | 1,000 | 10. | ||
| 11. | Other assets (from Schedule RC-F) (6) | 2160 | 2,405,000 | 11. | ||
| 12. | Total assets (sum of items 1 through 11) | 2170 | 40,591,000 | 12. | ||
| Liabilities | ||||||
| 13. | Deposits: | |||||
| a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) | 2200 | 27,997,000 | 13.a. | |||
| (1) Noninterest-bearing (7) | 6631 | 10,665,000 | 13.a.(1) | |||
| (2) Interest-bearing | 6636 | 17,332,000 | 13.a.(2) | |||
| b. Not applicable | ||||||
| 14. | Federal funds purchased and securities sold under agreements to repurchase: | |||||
| a. Federal funds purchased (8) | B993 | 0 | 14.a. | |||
| b. Securities sold under agreements to repurchase (9) | B995 | 0 | 14.b. | |||
| 15. | Trading liabilities (from Schedule RC-D) | 3548 | 0 | 15. | ||
| 16. | Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M) | 3190 | 0 | 16. | ||
| 17. | and 18. Not applicable | |||||
| 19. | Subordinated notes and debentures (10) | 3200 | 0 | 19. | ||
| 1. | Includes cash items in process of collection and unposted debits. |
| 2. | Includes time certificates of deposit not held for trading. |
| 3. | Institutions should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B. |
| 4. | Item 2.c is to be completed by all institutions. See the instructions for this item and the Glossary entry for "Securities Activities" for further detail on accounting for investments in equity securities. |
| 5. | Includes all securities resale agreements, regardless of maturity. |
| 6. | Institutions should report in items 3.b and 11 amounts net of any applicable allowance for credit losses. |
| 7. | Includes noninterest-bearing demand, time, and savings deposits. |
| 8. | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "Other borrowed money." |
| 9. | Includes all securities repurchase agreements, regardless of maturity. |
| 10. | Includes limited-life preferred stock and related surplus. |
06/2012
| , | FFIEC 041 | ||||||
| Page 17 of 85 | |||||||
| Schedule RC—Continued | RC-2 | ||||||
| Dollar Amounts in Thousands | RCON | Amount | |||||
| Liabilities—continued | |||||||
| 20. | Other liabilities (from Schedule RC-G) | 2930 | 2,708,000 | 20. | |||
| 21. | Total liabilities (sum of items 13 through 20) | 2948 | 30,705,000 | 21. | |||
| 22. | Not applicable | ||||||
| Equity Capital | |||||||
| Bank Equity Capital | |||||||
| 23. | Perpetual preferred stock and related surplus | 3838 | 0 | 23. | |||
| 24. | Common stock | 3230 | 2,127,000 | 24. | |||
| 25. | Surplus (exclude all surplus related to preferred stock) | 3839 | 935,000 | 25. | |||
| 26. | a. Retained earnings | 3632 | 6,860,000 | 26.a. | |||
| b. Accumulated other comprehensive income (1) | B530 | (36,000) | 26.b. | ||||
| c. Other equity capital components (2) | A130 | 0 | 26.c. | ||||
| 27. | a. Total bank equity capital (sum of items 23 through 26.c) | 3210 | 9,886,000 | 27.a. | |||
| b. Noncontrolling (minority) interests in consolidated subsidiaries | 3000 | 0 | 27.b. | ||||
| 28. | Total equity capital (sum of items 27.a and 27.b) | G105 | 9,886,000 | 28. | |||
| 29. | Total liabilities and equity capital (sum of items 21 and 28) | 3300 | 40,591,000 | 29. | |||
| Memoranda | ||||||
| To be reported with the March Report of Condition. | ||||||
| 1. | Indicate in the box at the right the number of the statement below that best describes the most | |||||
| comprehensive level of auditing work performed for the bank by independent external auditors as of | RCON | Number | ||||
| any date during 2023 | 6724 | NA | M.1. | |||
| 1a = | An integrated audit of the reporting institution’s financial | 2b = | An audit of the reporting institution's parent holding company's | |||
| statements and its internal control over financial reporting | consolidated financial statements only conducted in | |||||
| conducted in accordance with the standards of the American | accordance with the auditing standards of the AICPA or the | |||||
| Institute of Certified Public Accountants (AICPA) or Public | PCAOB by an independent public accountant that submits a | |||||
| Company Accounting Oversight Board (PCAOB) by an indepen- | report on the consolidated holding company (but not on the | |||||
| dent public accountant that submits a report on the institution | institution separately) | |||||
| 1b = | An audit of the reporting institution's financial statements only | 3 = | This number is not to be used | |||
| conducted in accordance with the auditing standards of the | 4 = | Directors’ examination of the bank conducted in accordance | ||||
| AICPA or the PCAOB by an independent public accountant that | with generally accepted auditing standards by a certified public | |||||
| submits a report on the institution | accounting firm (may be required by state-chartering authority) | |||||
| 2a = | An integrated audit of the reporting institution's parent holding | 5 = | Directors’ examination of the bank performed by other external | |||
| company's consolidated financial statements and its internal | auditors (may be required by state-chartering authority) | |||||
| control over financial reporting conducted in accordance with the | 6 = | Review of the bank’s financial statements by external auditors | ||||
| standards of the AICPA or the PCAOB by an independent public | 7 = | Compilation of the bank’s financial statements by external | ||||
| accountant that submits a report on the consolidated holding | auditors | |||||
| company (but not on the institution separately) | 8 = | Other audit procedures (excluding tax preparation work) | ||||
| 9 = | No external audit work | |||||
| To be reported with the March Report of Condition. | RCON | Date | ||||
| 2. | Bank's fiscal year-end date (report the date in MMDD format) | 8678 | NA | M.2. | ||
| 1. | Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments. |
| 2. | Includes treasury stock and unearned Employee Stock Ownership Plan shares. |
06/2012