01—Abstract
Summary
Summary of the 8-K filed March 6, 2025. Cited figures are marked; the original filing is the authoritative source.
On March 6, 2025, WESCO Distribution, Inc., a wholly owned subsidiary of WESCO International, Inc., completed a private offering to eligible purchasers of $800 milliona aggregate principal amount of 6.375% senior notes due 2033, issued at 100.000% of principal.
Net proceeds were approximately $789.5 millionb after discounts to the initial purchasers and estimated offering expenses. The notes are unsecured and unsubordinated, guaranteed by WESCO International and its wholly owned subsidiary Anixter Inc., and pay interest semi-annually beginning September 15, 2025. The Issuer plans to use the proceeds to redeem all of WESCO's outstanding 10.625% Series A Fixed-Rate Reset Cumulative Perpetual Preferred Stock and related depositary shares on June 22, 2025, and to repay a portion of the ABL Facility.
Before the redemption, the proceeds will temporarily reduce borrowings under the Receivables Facility and the ABL Facility, which the Issuer will then redraw in an amount sufficient to fund the preferred redemption. The filing also discloses two amendments dated February 28, 2025.
The ABL Facility amendment extends its maturity to February 28, 2030, raises the uncommitted revolving commitment increase capacity from $450.0 million to $500.0 millionc, increases certain negative covenant baskets, and removes the credit spread adjustment on term SOFR and daily simple SOFR loans. The Receivables Facility amendment extends its scheduled termination date to February 28, 2028 and removes the credit spread adjustment on term SOFR investments.
02—Key points
Key Highlights
- $800 million of 6.375% senior notes due March 15, 2033 were issued at 100.000% of principal, with net proceeds of approximately $789.5 million.
- The notes are unsecured, unsubordinated obligations of WESCO Distribution, guaranteed by WESCO International, Inc. and Anixter Inc.
- Proceeds will redeem all outstanding 10.625% Series A Preferred Stock and related depositary shares on June 22, 2025, and partially repay the ABL Facility.
- The notes may be redeemed before March 15, 2028 at a make-whole premium, and up to 35% of the principal may be redeemed from certain equity offering proceeds.
- Holders may require repurchase at 101% of principal plus accrued interest upon certain change of control triggering events.
- The ABL Facility maturity was extended to February 28, 2030, and the Receivables Facility termination date was extended to February 28, 2028.
- The indenture covenants limiting liens, restricted payments, sale-leasebacks, and asset sales or mergers terminate if the notes receive investment grade ratings.
03—Questions
Frequently Asked Questions
What debt did WESCO Distribution issue, and at what price?
WESCO Distribution issued $800 million aggregate principal amount of 6.375% senior notes due 2033 at 100.000% of their principal amount. The notes were sold in a private transaction exempt from Securities Act registration.
How will the offering proceeds be used?
Net proceeds of approximately $789.5 million are intended to redeem all outstanding 10.625% Series A Preferred Stock and related depositary shares on June 22, 2025, and to repay part of the ABL Facility. Before the redemption, proceeds will temporarily reduce borrowings under the Receivables Facility and ABL Facility, which will then be redrawn to fund the redemption.
Who guarantees the notes, and what is their ranking?
The notes are unsecured and unsubordinated obligations of WESCO Distribution. They are guaranteed on an unsecured, unsubordinated basis by WESCO International, Inc. and its wholly owned subsidiary, Anixter Inc.
When do the notes pay interest and mature?
The notes bear interest at 6.375% per year, payable semi-annually on March 15 and September 15, beginning September 15, 2025. They mature on March 15, 2033.
What changes were made to the credit facilities?
On February 28, 2025, the ABL Facility maturity was extended to February 28, 2030, and its revolving commitment increase capacity rose from $450.0 million to $500.0 million. The Receivables Facility scheduled termination date was extended to February 28, 2028. Both amendments also removed credit spread adjustments on certain SOFR-based borrowings.
04—Continue