Amphenol Announces Pricing of Senior Notes Offering

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Amphenol Corporation announced the pricing of its offering of $450 million aggregate principal amount of senior notes due 2027, $450 million aggregate principal amount of senior notes due 2029 and $600 million aggregate principal amount of senior notes due 2034. The 2027 Notes will have an interest rate of 5.050% per annum, the 2029 Notes will have an interest rate of 5.050% per annum, and the 2034 Notes will have an interest rate of 5.250% per annum. The closing of the offering is expected to occur on April 5, 2024, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the offering, together with a combination of cash on hand and other debt financing, to pay the cash consideration for the Company’s pending acquisition of the Carlisle Interconnect Technologies business of Carlisle Companies Incorporated (the “CIT Acquisition”), the payment of fees and expenses related thereto and, to the extent that the net proceeds from this offering are not used for such purposes, for general corporate purposes.

Each series of the Notes are expected to be subject to a special mandatory redemption (at a price equal to 101% of the principal amount of such series of the Notes, plus accrued and unpaid interest from the date of initial issuance, or the most recent date to which interest has been paid or provided for, whichever is later, to, but not including, the special mandatory redemption date) under certain circumstances if the CIT Acquisition is not consummated or is not consummated by an agreed upon date.

BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and TD Securities (USA) LLC are serving as the joint book-running managers for the offering of each series of the Notes.

Each series of the Notes are being offered pursuant to the Company’s effective shelf registration statement on file with the Securities and Exchange Commission (the “SEC”). A prospectus supplement describing the terms of this offering will be filed with the SEC. Copies of the prospectus supplement and accompanying prospectus for the offering may be obtained from BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, J.P. Morgan Securities LLC at 1-212-834-4533 and TD Securities (USA) LLC toll-free at 1-855-495-9846.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any series of the Notes, nor will there be any sale of any series of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer, solicitation or sale of any series of the Notes will be made only by means of the prospectus supplement and the accompanying prospectus.