Business Context and Reporting Period
Company: Amphenol Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: May 12, 2026
Event: Entry into a Material Definitive Agreement regarding the issuance of Senior Notes.
Key Financial Metrics
This filing details a debt financing transaction rather than operational performance metrics. Key figures include:
- Total Principal Issued: €1,100,000,000 (€600 million in 2029 Notes + €500 million in 2034 Notes).
- Net Proceeds: Approximately €1,093.1 million (after underwriting discounts and estimated offering expenses).
- Interest Rates: 3.375% per annum for 2029 Notes; 3.875% per annum for 2034 Notes.
- Interest Payment Dates: Annually on May 12, commencing May 12, 2027.
- Maturity Dates: May 12, 2029 (2029 Notes) and May 12, 2034 (2034 Notes).
Material Changes and Use of Proceeds
The Company intends to utilize the net proceeds from this offering for the following purposes:
- Repayment of borrowings under its U.S. commercial paper program.
- Repayment of borrowings under its 364-day unsecured delayed draw term loan credit agreement.
- General corporate purposes.
The Notes are unsecured senior obligations ranking equally with all other unsecured senior indebtedness.
Outlook, Risks, and Redemption Terms
Redemption Provisions:
- 2029 Notes: May be redeemed prior to April 12, 2029, at 100% of principal plus accrued interest and a "make-whole" premium. On or after April 12, 2029, they may be redeemed at 100% of principal plus accrued interest.
- 2034 Notes: May be redeemed prior to February 12, 2034, at 100% of principal plus accrued interest and a "make-whole" premium. On or after February 12, 2034, they may be redeemed at 100% of principal plus accrued interest.
Risks and Contingencies: The filing references customary covenants and events of default contained in the Indenture and Officers' Certificate. No specific operational risks or unusual items were disclosed in this text.
Investor Verification Checklist
- Verify the exact exchange rate used to convert the €1,093.1 million net proceeds to USD for financial statement impact.
- Confirm the specific amounts of commercial paper and term loan debt being retired to assess the net change in total leverage.
- Review the full Indenture (Exhibit 4.1) and Officers' Certificate (Exhibit 4.2) for detailed covenants and "make-whole" premium calculations.
- Check subsequent filings for the actual closing date and final net proceeds if they differ from the estimated €1,093.1 million.