| Item 1.01 |
Entry into a Material Definitive Agreement. |
On February 27, 2026, WESCO Distribution, Inc. (the “Issuer” or “Wesco Distribution”), a wholly owned subsidiary of WESCO International, Inc. (the “Company” or “WESCO”), completed its previously announced offering (the “Offering”) to eligible purchasers of $650 million aggregate principal amount of 5.250% senior notes due 2031 (the “5-Year Notes”) and $850 million aggregate principal amount of 5.500% senior notes due 2034 (the “8-Year Notes” and, together with the 5-Year Notes, the “Notes”). The 5-Year Notes were issued at a price of 100.000% of the aggregate principal amount thereof. The 8-Year Notes were issued at a price of 100.000% of the aggregate principal amount thereof.
The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of February 27, 2026, among the Issuer, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes of each series and related guarantees were issued in a private transaction exempt from the Securities Act of 1933, as amended (the “Securities Act”), and have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
The net proceeds from the sale of the Notes were approximately $1.48 billion, after deducting the discounts to the initial purchasers and estimated offering expenses. The Issuer intends to use the net proceeds from this Offering to redeem all of its outstanding 7.250% senior notes due 2028 (the “Wesco 2028 Notes”) on or after June 15, 2026 and repay a portion of the amount outstanding under the ABL Facility (as defined below). Prior to redeeming the Wesco 2028 Notes, the Issuer intends to (i) use the net proceeds from this Offering to temporarily repay a portion of the outstanding borrowings under its accounts receivable securitization facility (the “Receivables Facility”) and its asset-based revolving credit facility (the “ABL Facility”) and (ii) subsequently redraw under the Receivables Facility and the ABL Facility in an aggregate amount sufficient to redeem the Wesco 2028 Notes.
The Notes are unsecured and unsubordinated obligations of the Issuer and are guaranteed on an unsecured, unsubordinated basis by the Company and by its wholly-owned subsidiary, Anixter Inc. The 5-Year Notes accrue interest at a rate of 5.250% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. The 5-Year Notes will mature on April 15, 2031. The 8-Year Notes accrue interest at a rate of 5.500% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. The 8-Year Notes will mature on April 15, 2034.
The Issuer may redeem all or a part of the 5-Year Notes at any time prior to April 15, 2028 by paying a “make-whole” premium plus accrued and unpaid interest, if any, to but excluding the redemption date. In addition, at any time prior to April 15, 2028, the Issuer may redeem up to 35% of the original aggregate principal amount of the 5-Year Notes with the net cash proceeds from certain equity offerings. On or after April 15, 2028, the Issuer may redeem all or a part of the 5-Year Notes on the redemption dates and at the redemption prices specified in the Indenture. The Issuer may redeem all or a part of the 8-Year Notes at any time prior to April 15, 2029 by paying a “make-whole” premium plus accrued and unpaid interest, if any, to but excluding the redemption date. In addition, at any time prior to April 15, 2029, the Issuer may redeem up to 35% of the original aggregate principal amount of the 8-Year Notes with the net cash proceeds from certain equity offerings. On or after April 15, 2029, the Issuer may redeem all or a part of the 8-Year Notes on the redemption dates and at the redemption prices specified in the Indenture.
The Issuer is obligated to offer to repurchase each series of the Notes at a price of 101% of their principal amount plus accrued and unpaid interest, if any, upon the occurrence of certain change of control triggering events, subject to certain qualifications and exceptions.
The Indenture contains certain covenants that, among other things, limit the Company’s and its restricted subsidiaries’ ability to incur liens on assets, make certain restricted payments, engage in certain sale and leaseback transactions or sell certain assets or merge or consolidate with or into other companies, subject to certain qualifications and exceptions, including the termination of certain of these covenants upon the Notes receiving investment grade credit ratings.
The Indenture contains certain events of default, including, among other things, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the applicable series of the then-outstanding Notes to accelerate or, in certain cases, will automatically cause the acceleration of the amounts due under the applicable series of Notes.
