TE Connectivity (NYSE: TEL) sells $750M in new senior notes to refinance 2026 debt
Rhea-AI Filing Summary
TE Connectivity plc, through its wholly owned subsidiary Tyco Electronics Group S.A. (TEGSA), has issued new senior notes to refinance existing debt and for general corporate purposes. TEGSA issued $200 million of 4.500% Senior Notes due 2031 and $550 million of 4.875% Senior Notes due 2036.
The new 2031 notes are a further issuance of existing 4.500% notes, bringing that series to $650 million in total principal outstanding. TE Connectivity reports net proceeds of about $745.5 million after underwriters’ discounts, to be used mainly to repay 3.700% and 4.500% senior notes due 2026 and for general corporate needs.
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Insights
TE Connectivity refinances upcoming 2026 maturities with longer‑dated senior notes.
TE Connectivity, via Tyco Electronics Group S.A., has raised
The company states net proceeds of approximately
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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* Issued by Tyco Electronics Group S.A., an indirect wholly-owned subsidiary of TE Connectivity plc
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Item 8.01. OTHER EVENTS.
On February 9, 2026, Tyco Electronics Group S.A. (“TEGSA”), a wholly-owned subsidiary of TE Connectivity plc (“TE Connectivity”), issued $200,000,000 aggregate principal amount of its 4.500% Senior Notes due 2031 (the “Additional 2031 Notes”) and $550,000,000 aggregate principal amount of its 4.875% Senior Notes due 2036 (the “2036 Notes” and, together with the Additional 2031 Notes, the “Notes”). The Additional 2031 Notes will constitute a further issuance of, form a single series with, have identical terms to (other than the initial offering price and the issue date) and be fully fungible with TEGSA’s outstanding $450,000,000 aggregate principal amount of its 4.500% Senior Notes due 2031 issued on May 9, 2025 (the “Exiting 2031 Notes”). The Additional 2031 Notes have the same CUSIP number as the Existing 2031 Notes and will trade interchangeably with the Existing 2031 Notes immediately upon settlement. Upon issuance of the Additional 2031 Notes, the aggregate principal amount outstanding of TEGSA’s 4.500% Senior Notes due 2031 was $650,000,000. The Notes were offered and sold by TEGSA pursuant to a registration statement on Form S-3 (Registration No. 333-282440) (the “Registration Statement”). The net proceeds from the sale of the Notes were approximately $745.5 million after deducting the underwriters’ discount but before other expenses, and will be used for the repayment of outstanding debt, including the 3.700% Senior Notes due 2026 and the 4.500% Senior Notes due 2026, and general corporate purposes.
The Notes are governed by an amended and restated indenture, dated as of January 31, 2025 (the “Indenture”), among TEGSA, as issuer, TE Connectivity, as parent guarantor, TE Connectivity Switzerland Ltd., as additional guarantor (“Swiss TE”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by the Fifth Supplemental Indenture governing the Additional 2031 Notes, dated as of February 9, 2026 (the “Fifth Supplemental Indenture”) and the Sixth Supplemental Indenture governing the 2036 Notes, dated as of February 9, 2026 (the “Sixth Supplemental Indenture”), among TEGSA, as issuer, TE Connectivity, as parent guarantor, Swiss TE, as additional guarantor, and the Trustee. The Trustee will receive customary fees in connection therewith. The Notes are fully and unconditionally guaranteed as to payment on an unsecured senior basis by TE Connectivity and Swiss TE (the “Guarantees”). The Notes are TEGSA’s unsecured senior obligations and rank equally in right of payment with all of its existing and future senior debt, and senior to any subordinated indebtedness that TEGSA may incur.
The Notes were offered pursuant to an underwriting agreement (the “Underwriting Agreement”), dated January 26, 2026, among TEGSA, as issuer, TE Connectivity, as parent guarantor, Swiss TE, as additional guarantor, and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC, in their capacity as representatives of the several underwriters (the “Underwriters”). Pursuant to the Underwriting Agreement and subject to the terms and conditions expressed therein, TEGSA agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. On January 26, 2026, TE Connectivity issued a press release announcing the pricing of the Notes. A copy of the press release is filed as Exhibit 99.1 hereto.
The foregoing descriptions of the Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture and the Underwriting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Indenture, which was filed as Exhibit 4.1 to TE Connectivity’s Current Report on Form 8-K, filed on January 31, 2025, the Fifth Supplemental Indenture, which is filed as Exhibit 4.1 hereto, the Sixth Supplemental Indenture, which is filed as Exhibit 4.2 hereto, and the Underwriting Agreement, which is filed as Exhibit 1.1 hereto. The foregoing documents are incorporated by reference herein.
In connection with the offering of the Notes, TE Connectivity is filing as Exhibits 5.1, 5.2, 5.3 and 5.4 hereto opinions of counsel addressing the validity of the Notes and the Guarantees and certain related matters. Such opinions are incorporated by reference into the Registration Statement.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated January 26, 2026, among Tyco Electronics Group S.A., TE Connectivity plc, TE Connectivity Switzerland Ltd. and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC, in their capacity as representatives of the several underwriters | |
| 4.1 | Fifth Supplemental Indenture, dated as of February 9, 2026, among Tyco Electronics Group S.A., as issuer, TE Connectivity plc, as parent guarantor, TE Connectivity Switzerland Ltd., as additional guarantor, and Deutsche Bank Trust Company Americas, as trustee (including form of Global Note and Guarantee) | |
| 4.2 | Sixth Supplemental Indenture, dated as of February 9, 2026, among Tyco Electronics Group S.A., as issuer, TE Connectivity plc, as parent guarantor, TE Connectivity Switzerland Ltd., as additional guarantor, and Deutsche Bank Trust Company Americas, as trustee (including form of Global Note and Guarantee) | |
| 5.1 | Opinion of Weil, Gotshal & Manges LLP | |
| 5.2 | Opinion of Allen Overy Shearman Sterling SCS | |
| 5.3 | Opinion of Bär & Karrer AG | |
| 5.4 | Opinion of Arthur Cox LLP | |
| 23.1 | Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1 filed herewith) | |
| 23.2 | Consent of Allen Overy Shearman Sterling SCS (included in Exhibit 5.2 filed herewith) | |
| 23.3 | Consent of Bär & Karrer AG (included in Exhibit 5.3 filed herewith) | |
| 23.4 | Consent of Arthur Cox LLP (included in Exhibit 5.4 filed herewith) | |
| 99.1 | Press Release dated January 26, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 9, 2026
| TE CONNECTIVITY PLC | |||
| By: | /s/ Harold G. Barksdale | ||
| Name: | Harold G. Barksdale | ||
| Title: | Vice President and Corporate Secretary | ||
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Exhibit 99.1
| NEWS RELEASE | te.co |
TE Connectivity announces pricing of $750 million senior notes offerings
GALWAY, Ireland – January 26, 2026 – TE Connectivity plc (NYSE: TEL) (“TE Connectivity”) today announced that Tyco Electronics Group S.A. (“TEGSA”), its indirect wholly-owned subsidiary, has priced an offering of:
| · | $200 million aggregate principal amount of its 4.500% senior notes due 2031 (the “additional 2031 notes”). |
| · | $550 million aggregate principal amount of its 4.875% senior notes due 2036 (the “2036 notes”). |
The offer is being made pursuant to an effective registration statement filed by TE Connectivity, TE Connectivity Switzerland Ltd. and TEGSA on October 1, 2024, which includes a prospectus, and a prospectus supplement dated January 26, 2026.
The additional 2031 notes will constitute a further issuance of, form a single series with, have identical terms to (other than the initial offering price and the issue date) and be fully fungible with TEGSA’s outstanding $450 million aggregate principal amount of 4.500% Senior Notes due 2031 issued on May 9, 2025 (together with the additional 2031 notes, the “2031 notes”). Following the closing of the offering, there will be $650 million aggregate principal amount of 2031 notes outstanding.
The additional 2031 notes will be issued at a price of 100.907% and will have a stated interest rate of 4.500% per year, payable semi-annually. The 2036 notes will be issued at a price of 99.718% and will have a stated interest rate of 4.875% per year, payable semi-annually. TE Connectivity intends to use the net proceeds of this offering for the repayment of outstanding debt, including the 3.700% senior notes due 2026 and the 4.500% senior notes due 2026, and general corporate purposes.
BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC are joint book-running managers for this offering, which is expected to close on February 9, 2026.
A copy of the base prospectus in the registration statement or the prospectus supplement for the offering can be obtained from the Securities and Exchange Commission’s website at www.sec.gov or by calling BNP Paribas Securities Corp. toll free at 1-800-854-5674, Citigroup Global Markets Inc. toll free at 1-800-831-9146, Deutsche Bank Securities Inc. toll free at 1-800-503-4611, or Goldman Sachs & Co. LLC toll free at 1-866-471-2526.
This announcement does not constitute an offer to sell or the solicitation of offers to buy any security and shall not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
About TE Connectivity
TE Connectivity plc (NYSE: TEL) is a global industrial technology leader creating a safer, sustainable, productive, and connected future. As a trusted innovation partner, our broad range of connectivity and sensor solutions enable the distribution of power, signal and data to advance next-generation transportation, energy networks, automated factories, data centers enabling artificial intelligence, and more. Our more than 90,000 employees, including 10,000 engineers, work alongside customers in approximately 130 countries. In a world that is racing ahead, TE ensures that EVERY CONNECTION COUNTS.
Forward-Looking Statements
This release contains certain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance, financial condition or achievements to differ materially from anticipated results, performance, financial condition or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. We have no intention and are under no obligation to update or alter (and expressly disclaim any such intention or obligation to do so) our forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by law. The forward-looking statements in this release include statements regarding the notes offering. Examples of factors that could cause actual results to differ materially from those described in the forward-looking statements include, among others, the extent, severity and duration of business interruptions negatively affecting our business operations; business, economic, competitive and regulatory risks, such as conditions affecting demand for products in the automotive and other industries we serve; competition and pricing pressure; fluctuations in foreign currency exchange rates and commodity prices; natural disasters and political, economic and military instability in countries in which we operate, including continuing military conflict in certain parts of the world; developments in the credit markets; future goodwill impairment; compliance with current and future environmental and other laws and regulations; and the possible effects on us of changes in tax laws, tax treaties and other legislation. More detailed information about these and other factors is set forth in TE Connectivity plc’s Annual Report on Form 10-K for the fiscal year ended Sept. 26, 2025 as well as in our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports filed by us with the U.S. Securities and Exchange Commission.
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| Contacts: | Media Relations: Eric Mangan |
Investor Relations: Sujal Shah |
FAQ
What debt did TE Connectivity (TEL) issue in this 8-K filing?
How much cash did TE Connectivity (TEL) raise from the new senior notes?
How will TE Connectivity (TEL) use the proceeds from the 2031 and 2036 notes?
What happens to TE Connectivity’s existing 4.500% Senior Notes due 2031?
Who guarantees the new TE Connectivity (TEL) senior notes?
Which banks underwrote TE Connectivity’s $750 million notes offering?
Filing Exhibits & Attachments
12 documentsPress Releases
Other Documents
- EX-1.1 EXHIBIT 1.1 265.3 KB
- EX-4.1 EXHIBIT 4.1 87.1 KB
- EX-4.2 EXHIBIT 4.2 151.6 KB
- EX-5.1 EXHIBIT 5.1 13.4 KB
- EX-5.2 EXHIBIT 5.2 43.8 KB
- EX-5.3 EXHIBIT 5.3 34.3 KB
- EX-5.4 EXHIBIT 5.4 70.2 KB
- EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.1 KB
- EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 27.1 KB
- EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 38.8 KB
- EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 25.7 KB
