WESCO Distribution, Inc. announces offers to purchase for cash any and all of Anixter Inc.'s 5.50% Senior Notes due 2023 and 6.00% Senior Notes due 2025.

ENPNewswire-May 1, 2020--WESCO Distribution, Inc. announces offers to purchase for cash any and all of Anixter Inc.'s 5.50% Senior Notes due 2023 and 6.00% Senior Notes due 2025

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Release date- 30042020 - PITTSBURGH and GLENVIEW, Ill. - WESCO International, Inc. (NYSE: WCC) ('WESCO International'), announced today that its wholly-owned subsidiary, WESCO Distribution, Inc. ('WESCO'), has launched offers (each, an 'Offer' and together, the 'Offers') to purchase for cash any and all of Anixter Inc.'s ('Anixter') outstanding (i) 5.50% Senior Notes due 2023 (the '2023 Notes'), $350,000,000 aggregate principal amount, and (ii) 6.00% Senior Notes due 2025 (the '2025 Notes' and, together with the 2023 Notes, the 'Notes,' each such series of the Notes, a 'Series'), $250,000,000 aggregate principal amount. In connection with the Offers, WESCO is soliciting consents with respect to each Series of Notes (the 'Offer Consent Solicitations') to amend the applicable indenture establishing the 2023 Notes and 2025 Notes (each, the 'Indenture,' and together, the 'Indentures'). For any Notes of a Series that a Holder tenders in either Offer, the Holder will be deemed to have delivered (i) consents ('Offer Exit Consents') to, among other things, eliminate substantially all of the restrictive covenants, to eliminate certain 'Events of Default' and to eliminate any requirement to make a change of control offer, in each case in the applicable Indenture (as set forth in the Offer to Purchase and Consent Solicitation Statement (the 'Offer to Purchase')) (the 'Offer Exit Proposed Amendments') and (ii) consents ('Offer Change of Control Consents') to the Change of Control Proposed Amendments (as defined below).

Concurrently, Anixter International Inc. ('Anixter International') (NYSE: AXE), announced today that its wholly owned-subsidiary, Anixter, is soliciting consents (the 'Anixter Consent Solicitations') to, with respect to the Indenture for each Series of Notes, (i) amend the definition of 'Change of Control' under the applicable Indenture to exclude the Merger and related transactions and (ii) expressly permit a merger between Anixter International and Anixter in which Anixter survives (the 'Anixter Merger') (collectively, the amendments contemplated in (i) and (ii) are the 'Change of Control Proposed Amendments').

The Offers and Anixter Consent Solicitations are being conducted in connection with the merger agreement (as it may be amended from time to time, the 'Merger Agreement') pursuant to which WESCO International has agreed to acquire Anixter International (the 'Merger'). The Offers and the Anixter Consent Solicitations are open to all registered holders of the Notes (individually, a 'Holder,' and collectively the 'Holders').

The Offers and Anixter Consent Solicitations are being made pursuant to the Offer to Purchase, dated April 30, 2020, which sets forth a more detailed description of the Offers and Anixter Consent Solicitations. Holders of the Notes are urged to read carefully the Offer to Purchase before making any decision with respect to the Offers and Anixter Consent Solicitations.

With respect to Notes of any Series, a Holder may participate in either the applicable Offer made by WESCO (in which case such Holder will also be deemed to deliver consents in the applicable Offer Consent Solicitation with respect to such Notes) or the applicable Anixter Consent Solicitation made by Anixter, but not both.

Consideration

The following table sets forth certain information regarding the Notes, the Offers, and the Anixter Consent Solicitations:

http://wesco.investorroom.com/2020-04-30-WESCO-Distribution-Inc-announces-offers-to-purchase-for-cash-any-and-all-of-Anixter-Inc-s-5-50-Senior-Notes-due-2023-and-6-00-Senior-Notes-due-2025-and-related-consent-solicitations-and-Anixter-Inc-announces-consent-solicitations-related-to-Ani

The Offers

Each of the Offers is scheduled to expire at 11:59 p.m., New York City time, on May 28, 2020, unless extended or earlier terminated by WESCO (the 'Expiration Time'). Notes tendered in any Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on May 13, 2020, unless extended or earlier terminated (the 'Withdrawal Deadline'), but may not be withdrawn thereafter except as required by law.

Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on May 13, 2020 (the 'Early Tender Deadline') and accepted by WESCO for purchase will receive the applicable Total Tender Offer Consideration (as set forth above) which includes an Early Tender Payment (as set forth above). Notes that are validly tendered (and not validly withdrawn) after the Early Tender Deadline and on or prior to the Expiration Time and accepted by WESCO for purchase will receive only the applicable Tender Offer Consideration (as...

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