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FLEX LTD. 8-K Report, Material Agreement (Sep 4, 2026)

Filed September 4, 2026For Securities:FLEX

Summary

Flex Ltd. (Flex) has announced a significant strategic move through a definitive agreement to acquire EPC Power Corp. for $4.4 billion in cash. This acquisition is slated to bolster Flex's Cloud and Power Infrastructure business segment, which is itself earmarked for a spin-off into an independent publicly traded company in the first quarter of 2027. The "locked box" mechanism in the purchase agreement fixes EPC Power's enterprise value as of June 30, 2026, with customary provisions to prevent value leakage before closing. The company has also secured a $4.4 billion senior unsecured 364-day bridge loan facility to finance the transaction, with plans to replace this short-term debt with a combination of debt and equity financing. The acquisition is anticipated to close in the fourth quarter of 2026, contingent on regulatory approvals, including HSR clearance. This transaction represents a substantial investment and a pivotal step in Flex's strategy to enhance its business structure and unlock shareholder value through the intended spin-off.

Key Highlights

  • 1Flex Ltd. to acquire EPC Power Corp. for $4.4 billion cash.
  • 2Acquisition to strengthen Flex's Cloud and Power Infrastructure business segment.
  • 3Planned spin-off of the Cloud and Power Infrastructure business into a separate public company in Q1 2027.
  • 4Transaction expected to close in Q4 2026, subject to customary closing conditions including regulatory approvals.
  • 5Secured a $4.4 billion bridge loan facility to fund the acquisition.
  • 6Purchase agreement utilizes a 'locked box' mechanism to establish a fixed enterprise value as of June 30, 2026.
  • 7Flex intends to replace the bridge financing with a mix of debt and equity.

Frequently Asked Questions

Flex Ltd. is acquiring all the equity interests of EPC Power Corp. for an aggregate cash consideration of $4.4 billion.

The transaction is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions, including antitrust review.

Flex has secured a $4.4 billion senior unsecured 364-day bridge loan facility to finance the transaction. The company plans to replace this bridge financing with a combination of debt and equity financing in the future.

The acquisition of EPC Power is intended to enhance Flex's Cloud and Power Infrastructure business. This segment is planned to be spun off into an independent publicly traded company in the first quarter of 2027, aiming to create enhanced strategic focus, financial flexibility, and value for shareholders.

Yes, the purchase agreement includes a 'locked box' mechanism, fixing EPC Power's enterprise value as of June 30, 2026. It also includes customary provisions to protect against value leakage between the 'locked box date' and the closing date, as well as termination provisions if the transaction is not completed by a certain date.