TE Connectivity (TEL) 8-KEntry into a Material Definitive Agreement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported): April 24, 2024

TE CONNECTIVITY LTD.

(Exact name of registrant as specified in its charter)

001-33260

(Commission File Number)

Mühlenstrasse 26, CH-8200 Schaffhausen

Switzerland

(Address of Principal Executive Offices, including Zip Code)

+41 (0)52 633 66 61

(Registrant’s telephone number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 1.01.  Entry into a Material Definitive Agreement

On April 24, 2024, TE Connectivity Ltd. (the “Company”) entered into a Second Amended and Restated Five-Year Senior Credit Agreement (the “Credit Agreement”), by and among the Company, as parent guarantor, its wholly-owned subsidiary, Tyco Electronics Group S.A. (“TEGSA”), as borrower, the lenders party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent, which amends and restates the Five-Year Senior Amended and Restated Credit Agreement, dated as of November 14, 2018 (as amended by the First Amendment to Credit Agreement dated as of June 1, 2021 and the Second Amendment to Credit Agreement dated as of October 14, 2022, the “Existing Credit Agreement”), by and among the Company, as parent guarantor, TEGSA, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent, and which provides for revolving credit commitments in the aggregate amount of $1,500,000,000.

The Credit Agreement amends and restates the Existing Credit Agreement to, among other things, (i) permit the contemplated merger and change in jurisdiction of incorporation of the Company, including to permit, on and after the effectiveness of such contemplated merger and change in jurisdiction of the Company, (1) TE Connectivity plc to succeed the Company as parent guarantor under the Credit Agreement and (2) TE Connectivity Switzerland Ltd. to join the Credit Agreement as the intermediate guarantor thereunder and (ii) extend the maturity date from June 1, 2026 to April 24, 2029.

In the ordinary course of their respective businesses, one or more of the Lenders, or their affiliates, have or may have various relationships with the Company and its subsidiaries involving the provision of a variety of financial services, including cash management, commercial banking, investment banking, advisory or other financial services, for which they received, or will receive, customary fees and expenses. In addition, the Company and its subsidiaries have or may enter into interest rate and foreign exchange derivative arrangements with one or more of the Lenders, or their affiliates.

Terms used above but not otherwise defined have the meaning provided in the Credit Agreement. This description of the Credit Agreement is a summary only and is qualified in its entirety by the terms of the Credit Agreement. A copy of the Credit Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

See the disclosure contained in Item 1.01 above, which is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)       Exhibits.

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.