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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): October 31, 2024
AMPHENOL CORPORATION
(Exact name of registrant as specified in charter)
| Delaware |
|
1-10879 |
|
22-2785165 |
(State
or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
| 358 Hall Avenue, Wallingford, Connecticut |
|
06492 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (203)
265-8900
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:
¨ 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:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Class A
Common Stock, $0.001 par value per share |
|
APH |
|
New York Stock Exchange |
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
October 31, 2024, Amphenol Corporation (the “Company”) issued and sold $250,000,000 aggregate principal amount of
the Company’s 5.050% Senior Notes due 2027 (the “Additional 2027 Notes”), $750,000,000 aggregate principal amount
of the Company’s 5.000% Senior Notes due 2035 (the “2035 Notes”) and $500,000,000 aggregate principal amount of
the Company’s 5.375% Senior Notes due 2054 (the “2054 Notes” and, together with the Additional 2027 Notes and 2035
Notes, the “Notes”) pursuant to the Company’s Registration Statement on Form S-3 (No.
333-270605), including the related prospectus dated March 16, 2023, as supplemented by the prospectus supplement dated October 28,
2024. The Additional 2027 Notes constitute a further issuance of the Company’s 5.050% Senior Notes due 2027, of which
$450,000,000 aggregate principal amount was issued on April 5, 2024 (the “Existing 2027 Notes” and, together with the Additional 2027 Notes, the "2027 Notes") and form a single
series with, and have the same terms (other than the issue date, the issue price and the first interest payment date) as the
Existing 2027 Notes. The Additional 2027 Notes have the same CUSIP number and trade interchangeably with the Existing 2027 Notes.
The Notes were sold in an underwritten public offering pursuant to an underwriting agreement, dated October 28, 2024, by and between
the Company and Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc. and HSBC Securities (USA)
Inc., as representatives of the several Underwriters named in Schedule A thereto.
The
Company received net proceeds from the offering, after deducting the underwriting discounts and estimated offering expenses payable
by the Company, of approximately $1,477.4 million. The Company intends to use the net proceeds from the offering of the Notes, together
with cash on hand, to pay the cash consideration for the Company’s pending acquisition of the Outdoor Wireless Networks segment
and the Distributed Antenna Systems business of CommScope Holding Company, Inc. (the “CommScope Acquisition”), the payment
of fees and expenses related thereto and, to the extent the CommScope Acquisition does not close (after giving effect to a special mandatory
redemption of the 2035 Notes and the 2054 Notes described herein), for general corporate purposes, including, but not limited to, the
repayment of the Company’s outstanding 2.050% Senior Notes due 2025 at maturity. If a special mandatory redemption event occurs,
the Company will be required to redeem the 2035 Notes and the 2054 Notes in a special mandatory redemption, as further described below.
The Notes
were issued pursuant to an indenture dated as of March 16, 2023 (the “Indenture”) between the Company and U.S. Bank Trust
Company, National Association, as trustee (the “Trustee”), and certain of the terms of (a) the 2027 Notes were
established pursuant to an Officers’ Certificate dated April 5, 2024 (the “2027 Notes Officers’ Certificate”)
and (b) the 2035 Notes and the 2054 Notes were established pursuant to an Officers’ Certificate dated October 31, 2024 (the “2035
Notes and 2054 Notes Officers’ Certificate” and, together with the 2027 Notes Officers’ Certificate, the “Officers’
Certificates”), in accordance with the Indenture. The Indenture and Officers’ Certificates contain certain covenants and events
of default and other customary provisions.
The Additional 2027 Notes bear
interest at a rate of 5.050% per year, the 2035 Notes bear interest at a rate of 5.000% per year and the 2054 Notes bear interest at a
rate of 5.375% per year. Interest on the Additional 2027 Notes is payable semi-annually on April 5 and October 5 of each year, beginning
on April 5, 2025, interest on the 2035 Notes is payable semi-annually on January 15 and July 15 of each year, beginning on January 15,
2025, and interest on the 2054 Notes is payable semi-annually on May 15 and November 15 of each year, beginning on May 15, 2025. The Company
will make each interest payment to the holders of record of (i) the Additional 2027 Notes on the immediately preceding March 21 and September
20, (ii) the 2035 Notes on the immediately preceding January 1 and July 1 and (iii) the 2054 Notes on the immediately preceding May 1
and November 1. The Additional 2027 Notes will mature on April 5, 2027, the 2035 Notes will mature on January 15, 2035 and the 2054 Notes
will mature on November 15, 2054. Prior to March 5, 2027 (one month prior to the maturity date of the Additional 2027 Notes), the Company
may redeem, at its option, some or all of the Additional 2027 Notes at a redemption price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, to, but not including, the date of redemption, plus a “make-whole” premium. On or
after March 5, 2027 (one month prior to the maturity date of the Additional 2027 Notes), the Company may redeem, at its option, the Additional
2027 Notes in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest,
if any, to, but not including, the date of redemption. Prior to October 15, 2034 (three months prior to the maturity date of the 2035
Notes), the Company may redeem, at its option, some or all of the 2035 Notes at a redemption price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, plus a “make-whole” premium.
On or after October 15, 2034 (three months prior to the maturity date of the 2035 Notes), the Company may redeem, at its option, the 2035
Notes in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any,
to, but not including, the date of redemption. Prior to May 15, 2054 (six months prior to the maturity date of the 2054 Notes), the Company
may redeem, at its option, some or all of the 2054 Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued
and unpaid interest, if any, to, but not including, the date of redemption, plus a “make-whole” premium. On or after May 15,
2054 (six months prior to the maturity date of the 2054 Notes), the Company may redeem, at its option, the 2054 Notes in whole or in part,
at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including,
the date of redemption.
In addition, the 2035 Notes and 2054 Notes will
be subject to a special mandatory redemption (at a price equal to 101% of the principal amount of each of the 2035 Notes and the 2054
Notes, plus accrued and unpaid interest from the date of initial issuance, or the most recent date to which interest has been paid or
provided for, whichever is later, to, but not including, the special mandatory redemption date) under certain circumstances if the CommScope
Acquisition is not consummated or is not consummated by an agreed upon date. The Notes are unsecured, unsubordinated
and rank equally in right of payment with all of the Company’s other unsecured unsubordinated senior indebtedness and senior obligations.
The above
descriptions of the Indenture, the Officers’ Certificates and
the Notes are qualified in their entirety by reference to the Indenture, the Officers’ Certificates, and, as applicable, the 2027 Notes, 2035 Notes and 2054 Notes, copies of which are attached as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, and 4.6, respectively, to this
Current Report on Form 8-K, and are incorporated by reference herein.
The
exhibits to this Current Report on Form 8-K (except for Exhibit 104) are hereby incorporated by reference in the Registration Statement
(No. 333-270605).
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The foregoing terms and conditions of the Indenture,
the Officers’ Certificates and, as applicable, the Additional 2027 Notes, 2035 Notes and 2054 Notes
described in Item 1.01 of this Current Report on Form 8-K are incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits. |
| 104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURE
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.
| |
AMPHENOL CORPORATION |
| |
|
|
| |
By: |
/s/ Craig A. Lampo |
| |
|
Craig A. Lampo |
| |
|
Senior Vice President and Chief Financial Officer |
Date: October 31, 2024
Exhibit 4.3
AMPHENOL CORPORATION
OFFICERS’ CERTIFICATE
Pursuant to Section 2.2 of the Indenture
Reference is made to the
Indenture (the “Indenture”), dated as of March 16, 2023, between Amphenol Corporation, a Delaware corporation
(the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Indenture.
Pursuant to Section 2.2
of the Indenture, the Company hereby certifies, through its Chief Financial Officer, Craig A. Lampo, and its Secretary, Lance D’Amico,
as follows:
| 1. | Pursuant to (i) an Action by Unanimous
Written Consent of the Board of Directors (the “Board of Directors”) of
the Company taken as of October 22, 2024, including authority delegated by the Board
of Directors to the Pricing Committee thereof and (ii) an Action by Unanimous Written
Consent of the Pricing Committee of the Board of Directors taken as of October 28, 2024
(the “Pricing Committee Consent”), the Company has created two series
of senior debt securities of the Company, designated as the 5.000% Senior Notes due 2035
(the “2035 Notes”) and the 5.375% Senior Notes due 2054 (the “2054
Notes”, and together with the 2035 Notes, the “Notes”), and
approved the issuance of $250,000,000 additional principal amount of the Company’s
5.050% Senior Notes due 2027, in each case to be issued under the Indenture, and authorized
the sale of up to $1,500,000,000 (or such other amount approved by the Pricing Committee
not to exceed $2,000,000,000) in aggregate principal amount of one or more series of notes. |
| 2. | The terms of the Notes as authorized
by and determined pursuant to the Pricing Committee Consent, are as follows: |
| (a) | (i) The title of the 2035 Notes shall
be 5.000% Senior Notes due January 15, 2035 (CUSIP/ISIN: 032095AR2 / US032095AR24). |
(ii) The title of the 2054 Notes
shall be 5.375% Senior Notes due November 15, 2054 (CUSIP/ISIN: 032095AS0 / US032095AS07).
| (b) | (i) The price at which the 2035 Notes
will be issued shall be 99.502% of the principal amount of the 2035 Notes. |
(ii) The price at which the 2054
Notes will be issued shall be 98.429% of the principal amount of the 2054 Notes.
| (c) | (i) The maximum aggregate principal
amount of the 2035 Notes shall be $750,000,000. |
(ii) The maximum aggregate principal
amount of the 2054 Notes shall be $500,000,000.
| (d) | (i) The principal of the 2035 Notes
shall be payable on January 15, 2035 (the “2035 Maturity Date”). |
(ii) The principal of the 2054 Notes
shall be payable on November 15, 2054 (the “2054 Maturity Date”).
| (e) | (i) The 2035 Notes shall bear interest
at an annual rate of 5.000% from October 31, 2024, payable semi-annually in arrears
on January 15 or July 15 of each year (the “2035 Interest Payment Dates”),
commencing January 15, 2025 until the principal of the 2035 Notes is paid or made available
for payment. The interest so payable shall be paid to the Persons in whose name the 2035
Notes are registered at the close of business on January 1 or July 1 (the “2035
Interest Record Dates”) (whether or not a Business Day (as defined in the Indenture))
immediately preceding such January 15 or July 15, respectively. The amount of interest
payable on any 2035 Interest Payment Date shall be computed on the basis of a 360-day year
consisting of twelve 30-day months. In the event that any 2035 Interest Payment Date, any
redemption date or the 2035 Maturity Date falls on a day that is not a Business Day, the
required payment of principal, premium, if any, and interest will be made on the next succeeding
Business Day as if made on the date that payment was due and no interest will accrue on the
amount so payable for the period from and after such 2035 Interest Payment Date, such redemption
date or 2035 Maturity Date, as the case may be, to the date of that payment on that next
succeeding Business Day. |
(ii) The 2054 Notes shall bear interest
at an annual rate of 5.375% from October 31, 2024, payable semi-annually in arrears on May 15 or November 15 of each year
(the “2054 Interest Payment Dates”, together with the 2035 Interest Payment Dates, the “Interest Payment
Dates”), commencing May 15, 2025 until the principal of the 2054 Notes is paid or made available for payment. The interest
so payable shall be paid to the Persons in whose name the 2054 Notes are registered at the close of business on May 1 or November 1
(the “2054 Interest Record Dates”) (whether or not a Business Day (as defined in the Indenture)) immediately preceding
such May 15 or November 15, respectively. The amount of interest payable on any 2054 Interest Payment Date shall be computed
on the basis of a 360-day year consisting of twelve 30-day months. In the event that any 2054 Interest Payment Date, any redemption date
or the 2054 Maturity Date falls on a day that is not a Business Day, the required payment of principal, premium, if any, and interest
will be made on the next succeeding Business Day as if made on the date that payment was due and no interest will accrue on the amount
so payable for the period from and after such 2054 Interest Payment Date, such redemption date or 2054 Maturity Date, as the case may
be, to the date of that payment on that next succeeding Business Day.
| (f) | The place where: (i) principal of
and premium, if any, and interest on the Notes shall be payable, (ii) the Notes may
be surrendered for registration of transfer or exchange and (iii) notices and demands
to or upon the Company in respect of the Notes and the Indenture may be served, shall be
at the Company’s office or agency in Hartford, Connecticut (which initially shall be
the corporate trust office of the Trustee at: 185 Asylum Street, 27th Floor, Hartford,
Connecticut 06103), provided that, at the Company’s option, payment of interest
may be made by check mailed to the registered Holders of the Notes at their registered addresses. |
| (g) | (I) Prior to the applicable Par Call
Date (as defined herein), the Company may redeem the Notes of any series at our option, in
whole or in part, at any time and from time to time, at a redemption price (expressed as
a percentage of principal amount and rounded to three decimal places) equal to the greater
of: |
(i) (a) the sum of the present
values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes of
the applicable series matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate (as defined below) plus 15 basis points, in the case of the 2035 Notes, and 15 basis points, in the case of the
2054 Notes, in each case less (b) interest accrued to the date of redemption, and
(ii) 100% of the principal amount
of the Notes to be redeemed,
plus, in either case, accrued and unpaid
interest thereon to the applicable redemption date.
On or after the applicable Par Call Date,
the Company may redeem the Notes of any series, at its option, in whole or in part, at any time and from time to time, at a redemption
price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
If the date of redemption is on or after
an Interest Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to
the Person in whose name the Note is registered at the close of business on such Interest Record Date, and no additional interest shall
be payable to Holders whose Notes will be subject to redemption by the Company.
For purposes
of this Section 2(g)(I), the following terms have the following meanings:
“Par Call Date” means
(a) with respect to the 2035 Notes, October 15, 2034 (three months prior to the maturity date), and (b) with respect to
the 2054 Notes, May 15, 2054 (six months prior to the maturity date).
“Treasury Rate” means,
with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined
by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the
Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields
for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors
of the Federal Reserve System designated as “Selected Interest Rates (Daily) – H.15” (or any successor designation
or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”
(or any successor caption) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the
yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining
Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields
– one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the
Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a
straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if
there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury
constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or
maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury
constant maturity from the redemption date.
If on the third business day preceding
the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal
to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption
date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If
there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities
with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity
date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par
Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury
securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury
securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for
such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms
of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average
of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States
Treasury security, and rounded to three decimal places.
The Company’s actions and determinations
in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be mailed
or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not
more than 60 days before the redemption date to each Holder of Notes to be redeemed.
In the case of a partial redemption,
selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems
appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part
only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A
new note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon
surrender for cancellation of the original Note. For so long as the Notes are held by DTC (or another depositary), the redemption of
the Notes shall be done in accordance with the policies and procedures of the depositary.
Unless the Company defaults in payment
of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption.
(II) The Notes will be subject to
a “special mandatory redemption” in the event that (i) the CommScope Acquisition is not consummated on or prior to the
later of (x) July 18, 2025 (the “Outside Date”) or (y) the date that is five Business Days after any
later date to which the parties to the Purchase Agreement (as defined below) may agree to extend the Outside Date in the Purchase Agreement
(the “Special Mandatory Redemption End Date”), or (ii) the Company notifies the Trustee under the Indenture that
the Company will not pursue consummation of the CommScope Acquisition. The Company refers to each of such events as a “special
mandatory redemption event.” If a special mandatory redemption event occurs, the Company will be required to redeem the outstanding
Notes of each series at the “special mandatory redemption price” equal to 101% of the principal amount thereof plus accrued
and unpaid interest from the date of initial issuance, or the most recent date to which interest has been paid or provided for, whichever
is later, to, but not including, the special mandatory redemption date. The “special mandatory redemption date” will be selected
by the Company and will be a date no later than ten business day following the occurrence of the special mandatory redemption event.
Unless the Company defaults in payment of the special mandatory redemption price, on and after such special mandatory redemption date,
interest on the Notes will cease to accrue.
In the event that the Company becomes
obligated to redeem the Notes pursuant to the special mandatory redemption, the Company, either directly or through the Trustee at the
Company’s direction on the Company’s behalf, will cause a notice of the special mandatory redemption to be sent, with a copy
to the Trustee, not later than five Business Days after the occurrence of the special mandatory redemption event to each Holder of the
Notes at their registered address. Such notice will also specify the special mandatory redemption date. If funds sufficient to pay the
special mandatory redemption price of the Notes to be redeemed on the special mandatory redemption date are deposited with the Paying
Agent on or before such special mandatory redemption date, and certain other conditions are satisfied, on and after such special mandatory
redemption date, the Notes to be redeemed will cease to bear interest and all rights under the Notes to be redeemed shall terminate.
Upon the consummation of the CommScope
Acquisition, the foregoing provisions regarding special mandatory redemption will cease to apply. For the purposes of the foregoing,
the CommScope Acquisition will be deemed consummated if the closing under the Purchase Agreement occurs, including after giving effect
to any amendments or modifications to the Purchase Agreement or waivers thereunder acceptable to the Company.
For purposes of this Section (g)(II),
the following definitions apply:
“CommScope” means
the Outdoor Wireless Networks segment and the Distributed Antenna Systems business of CommScope Holding Company, Inc.
“CommScope Acquisition”
means the proposed acquisition of CommScope by Amphenol, pursuant to the Purchase Agreement.
“Purchase Agreement”
means the Purchase Agreement dated July 18, 2024, by and among Amphenol Corporation and CommScope Holding Company, Inc., as
such agreement may be amended or modified or any provision thereof waived.
| (h) | Except as described under Section 2(g) above,
the Notes will not be redeemable by the Company prior to maturity and will not be entitled
to the benefit of any sinking fund. |
| (i) | If a Change of Control Repurchase Event
(as defined below) occurs, unless the Company has exercised its right to redeem all of the
Notes as described under Section 2(g) above, each Holder of the Notes shall have
the right to require the Company to repurchase all or any part (equal to $2,000 and integral
multiples of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer
described below (the “Change of Control Offer”), at a purchase price in
cash equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest,
if any, to, but not including, the date of repurchase (subject to the right of Holders of
record on the relevant Interest Record Date to receive interest due on the relevant Interest
Payment Date). |
Within 30 days following any Change of
Control Repurchase Event, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending
Change of Control, the Company shall send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice will
govern the terms of the Change of Control Offer, stating:
| (i) | that such Change of Control Repurchase
Event has occurred or is pending and that such Holder has the right to require the Company
to repurchase such Holder’s Notes at a purchase price in cash equal to 101% of the
principal amount of the Notes plus accrued and unpaid interest, if any, to, but not including,
the date of repurchase (subject to the right of Holders of record on the relevant Interest
Record Date to receive interest due on the relevant Interest Payment Date) (the “Change
of Control Payment”); |
| (ii) | if such notice is mailed prior to the
date of consummation of the Change of Control, that the Change of Control Offer is conditioned
on the Change of Control being consummated on or prior to the Change of Control Payment Date; |
| (iii) | the date of repurchase (which shall
be no earlier than 30 days nor later than 60 days from the date the Change of Control Offer
is mailed) (the “Change of Control Payment Date”); and |
| (iv) | the procedures determined by the Company,
consistent with the Indenture, that a Holder must follow in order to have its Notes repurchased. |
On the Change of Control Payment Date,
the Company shall, to the extent lawful:
| (1) | accept for payment all Notes or portions
of Notes (equal to $2,000 and integral multiples of $1,000 in excess thereof) properly tendered
pursuant to the Change of Control Offer; |
| (2) | deposit with the Paying Agent an amount
equal to the Change of Control Payment in respect of all Notes or portions of Notes so tendered;
and |
| (3) | deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate
principal amount of Notes or portions of Notes being repurchased by the Company and, to the
extent applicable, an executed new note or notes evidencing any unpurchased portion of any
Note or Notes surrendered for which the Trustee shall authenticate and deliver a new note
or notes as provided below. |
The Trustee shall promptly as practicable
mail, or shall cause the Paying Agent to promptly mail, to each Holder of Notes so tendered the Change of Control Payment for such Notes,
and the Trustee shall promptly as practicable authenticate and mail (or cause to be transferred by book entry) to each Holder a new note
equal in principal amount to any unpurchased portion of the Notes surrendered, if any, provided that each such new note shall
be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.
If the Change of Control Payment Date
is on or after an Interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, if any, shall
be paid to the Person in whose name the Note is registered at the close of business on such Interest Record Date, and no additional interest
shall be payable to Holders who tender pursuant to the Change of Control Offer.
The Company shall not be required to
make the Change of Control Offer upon a Change of Control Repurchase Event if a third party makes an offer in the manner, at the times
and otherwise in compliance with the requirements set forth in the Indenture applicable to the Change of Control Offer to be made by
the Company and repurchases all Notes validly tendered and not withdrawn under such offer.
The Company shall comply, to the extent
applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder to
the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control
Repurchase Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer
provisions in this Section 2(i), the Company shall comply with those securities laws and regulations and will not be deemed to have
breached its obligations under the Change of Control Offer provisions in this Section 2(i) by virtue of any such conflict.
For purposes of this Section 2(i),
the following terms have the following meanings:
“Change of Control”
means:
| · | the
consummation of any transaction (including without limitation, any merger or consolidation)
the result of which is that any “person” (as such term is used in Sections 13(d)(3) of
the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d- 5 under the Exchange Act, except that such person shall be deemed to have “beneficial
ownership” of all shares that any such person has the right to acquire, whether such
right is exercisable immediately or only after the passage of time), directly or indirectly,
of more than 50% of the total voting power of the Company’s Voting Stock (or the Company’s
successor by merger, consolidation or purchase of all or substantially all of its assets)
(for the purposes of this Section 2(i), such person shall be deemed to beneficially
own any of the Company’s Voting Stock held by a parent entity, if such person “beneficially
owns” (as defined above), directly or indirectly, more than a majority of the voting
power of the Voting Stock of such parent entity); or |
| · | the
Company consolidates with, or merges with or into, any person, or any person consolidates
with, or merges with or into, the Company, in any such event pursuant to a transaction in
which any of the Company’s outstanding Voting Stock or outstanding Voting Stock of
such other person is converted into or exchanged for cash, securities or other property,
other than any such transaction where the shares of the Company’s Voting Stock outstanding
immediately prior to such transaction constitute, or are converted into or exchanged for,
a majority of the Voting Stock of the surviving person immediately after giving effect to
such transaction; or |
| · | the
first day on which a majority of the members of the Company’s Board of Directors are
not Continuing Directors; or |
| · | the
direct or indirect sale, lease, transfer, conveyance or other disposition (other than by
way of merger or consolidation), in one or a series of related transactions, of all or substantially
all of the Company’s assets and the assets of the Subsidiaries taken as a whole to
any “person” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act), other than to the Company or one of the Company’s Subsidiaries; or |
| · | the
adoption by the Company’s stockholders of a plan or proposal for its liquidation or
dissolution. |
Notwithstanding the foregoing, a transaction
shall not be considered to be a Change of Control if (A) the Company becomes a direct or indirect wholly owned Subsidiary of a holding
company and (B) immediately following that transaction,
(1) the direct or indirect holders
of the Voting Stock of the holding company are substantially the same as the holders of the Company’s Voting Stock immediately
prior to that transaction or (2) no person or group is the beneficial owner, directly or indirectly, of more than a majority of
the total voting power of the Voting Stock of the holding company.
“Change of Control Repurchase
Event” means the occurrence of both a Change of Control and a Rating Decline with respect to such Change of Control. Notwithstanding
anything in this Section 2(i), no Change of Control Repurchase Event will be deemed to have occurred in connection with any particular
Change of Control unless and until such Change of Control has actually been consummated.
“Continuing Directors”
means, as of any date of determination, any member of the Company’s Board of Directors who (a) was a member of the Company’s
Board of Directors on the date of issuance of the Notes or (b) was nominated for election or elected to the Company’s Board
of Directors with the approval of a majority of the Continuing Directors who were members of the Company’s Board of Directors at
the time of such nomination or election.
“Investment Grade”
means BBB- or higher by S&P and Baa3 or higher by Moody’s, or the equivalent of such ratings by S&P or Moody’s or,
if either S&P or Moody’s shall not make a rating on the Notes publicly available, another Rating Agency.
“Moody’s” means
Moody’s Investors Service Inc. and its successors.
“Rating Agency” means
each of S&P and Moody’s or, to the extent S&P or Moody’s or both do not make a rating on the Notes publicly available,
a “nationally recognized statistical rating organization” (within the meaning of Section 3(a)(62) under the Exchange
Act) or “organizations”, as the case may be, selected by the Company (as certified by a resolution of the Company’s
Board of Directors), which shall be substituted for S&P or Moody’s, or both, as the case may be.
“Rating Decline” means,
with respect to a Change of Control, the Notes cease to be rated Investment Grade by each Rating Agency on any date during the period
(“Trigger Period”) from the date of the public notice of an arrangement that could result in such Change of Control
until 60 days following the consummation of such Change of Control (which Trigger Period will be extended for so long as the rating on
the Notes is under publicly announced consideration for a possible downgrade by either of the Rating Agencies).
“S&P” means S&P
Global Ratings, a division of S&P Global Inc. and its successors.
“Voting Stock” of
any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election
of the board of directors, managers or trustees, as applicable, of such Person.
| (j) | The Notes shall be issued in denominations
of $2,000 and integral multiples of $1,000 in excess thereof. |
| (k) | The Notes shall be issued only in registered
form without coupons. The 2035 Notes shall be represented by one or more Global Securities
in the form set forth in Exhibit A hereto, and the 2054 Notes shall be represented by
one or more Global Securities in the form set forth in Exhibit B hereto. |
| (l) | In the event of a declaration of acceleration
of the maturity of the Notes pursuant to Section 6.2 of the Indenture, 100% of the principal
amount of the Notes shall be payable. |
| (m) | The Notes shall be issued in United States
dollars. |
| (n) | Principal of and premium, if any, and
interest on the Notes shall be paid in United States dollars. |
| (r) | Failure to make the special mandatory
redemption, if required in accordance with the terms described above, will constitute an
Event of Default (as defined in the Indenture) with respect to the applicable series of the
Notes. There shall be no other additions to or changes in the Events of Default that apply
to the Notes. There shall be no change in the right of the Trustee or the requisite Holders
of the Notes to declare the principal amount of the Notes due and payable pursuant to Section 6.2
of the Indenture. |
| (s) | Other than as set forth in Section 2(i) above,
there shall be no additions to or changes in the covenants set forth in Article IV or
V of the Indenture that apply to the Notes. |
| (t) | The Notes shall not be convertible to
any other securities of the Company. |
| (u) | The Notes shall be senior unsecured and
unsubordinated debt securities and shall rank equally with all of the Company’s existing
and future senior unsecured and unsubordinated indebtedness, including the Company’s
2.050% Senior Notes due 2025, the Company’s 4.750% Senior Notes due 2026, the Company’s
5.050% Senior Notes due 2027, the Company’s 5.050% Senior Notes due 2029, the Company’s
4.350% Senior Notes due 2029, the Company’s 2.800% Senior Notes due 2030, the Company’s
2.200% Senior Notes due 2031, the Company’s 5.250% Senior Notes due 2034 and the Company’s
guarantee of the 0.750% Euro Senior Notes due 2026 (the “2026 Euro Notes”)
and the 2.000% Euro Senior Notes due 2028 (the “2028 Euro Notes”) issued
by the Company’s Subsidiary, Amphenol Technologies Holding GmbH and any borrowings
under the Company’s revolving credit facility. However, the Notes shall be structurally
subordinated to the indebtedness of the Company’s Subsidiaries (other than the 2026
Euro Notes and the 2028 Euro Notes (to the extent such 2026 Euro Notes and 2028 Euro Notes
are guaranteed by the Company)) and effectively subordinated to any of the Company’s
future secured indebtedness to the extent of the value of the assets securing such indebtedness. |
| (v) | The Trustee shall act as the Registrar,
Paying Agent and Service Agent for the Notes. |
| (w) | The Company may, without notice to, or
the consent of, the Holders of the Notes of an applicable series, issue an unlimited principal
amount of additional notes having identical terms and conditions as the Notes of such series,
other than, in each case, the issue date, issue price and, in some cases, the first Interest
Payment Date. The Company will only be permitted to issue such additional notes if, at the
time of such issuance, the Company is in compliance with the covenants contained in the Indenture.
Any additional notes will be part of the same issue as the applicable series of Notes and
will vote on all matters with the Holders of the Notes of such series, provided that if such
additional notes are not fungible for U.S. federal income tax purposes with the Notes of
such series, such additional notes will be issued with a separate CUSIP number. |
[Signature page follows]
IN WITNESS WHEREOF,
the undersigned has executed this Officers’ Certificate on behalf of the Company in his or her capacity as specified below.
Dated: October 31, 2024
| |
AMPHENOL CORPORATION |
| |
|
| |
By: |
/s/ Craig A. Lampo |
| |
Name: |
Craig A. Lampo |
| |
Title: |
Senior Vice President and Chief
Financial Officer |
| |
|
| |
By: |
/s/ Lance D’Amico |
| |
Name: |
Lance D' Amico |
| |
Title: |
Senior Vice President, Secretary
and General Counsel |
[Signature
Page to Officers’ Certificate (Pursuant to Section 2.2 of the Indenture)]
Exhibit A
Form of 2035 Note
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS TO BE MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CUSIP: 032095AR2
ISIN: US032095AR24
Amphenol
Corporation
5.000%
Senior Notes due 2035
Amphenol
Corporation, a Delaware corporation (the “Company,” which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., as nominee for the Depositary, or its registered
assigns, the principal sum of [ ] ($[ ]), on January 15, 2035 (such date is hereinafter referred to as the “Stated
Maturity”), and to pay interest on said principal sum, from October 31, 2024 or from the next most recent date to which
interest has been paid or duly provided for, semi-annually in arrears, on January 15 and July 15 of each year (each such date,
an “Interest Payment Date”), commencing on January 15, 2025, at the rate of 5.000% per annum until the principal
hereof shall have been paid or duly made available for payment and, to the extent permitted by law, to pay interest on any overdue principal
and premium, if any, and on any overdue installment of interest from time to time on demand at the rate borne by the Notes.
The interest so payable shall
be paid to the persons in whose name the Notes are registered at the close of business on January 1 and July 1 (the “Interest
Record Dates”) (whether or not a Business Day) immediately preceding such January 15 and July 15, respectively.
The amount of interest payable
on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any
Interest Payment Date, any redemption date or the Stated Maturity falls on a day that is not a Business Day, the required payment of
principal, premium, if any, and interest will be made on the next succeeding Business Day as if made on the date that payment was due
and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date, such redemption date or
Stated Maturity, as the case may be, to the date of that payment on that next succeeding Business Day.
As used herein, the term
“Depository” shall mean The Depository Trust Company, New York, New York, another clearing agency or any successor
registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other applicable statute
or regulation, which in each case, shall be designated by the Company pursuant to the Indenture.
If the Company defaults in
a payment of interest on the Notes, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on
the defaulted interest, to the Persons who are Holders of the Notes on a subsequent special record date. The Company shall fix the record
date and payment date. At least ten days before the record date, the Company shall mail to the Trustee and to each Holder of the Notes
a notice that states the record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest
in any other lawful manner.
The place where: (i) principal
of and premium, if any, and interest on the Notes shall be payable, (ii) the Notes may be surrendered for registration of transfer
or exchange and (iii) notices and demands to or upon the Company in respect of the Notes and the Indenture may be served, shall
be at the Company’s office or agency in Hartford, Connecticut (which initially shall be the corporate trust office of the Trustee
at: U.S. Bank Trust Company, National Association, 185 Asylum Street, 27th Floor, Hartford, Connecticut 06103), provided that,
at the Company’s option, payment of interest may be made by check mailed to the registered Holders of the Notes at their registered
addresses.
Notwithstanding the foregoing,
as long as this Note is represented by a Global Note, payments of principal of, premium, if any, and interest on this Note will be made
by wire transfer of immediately available funds to the Depositary or its nominee as the initial holder of this Note.
REFERENCE IS HEREBY MADE
TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE FOLLOWING PAGES HEREOF, WHICH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE
THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed under its corporate seal.
Dated:
| |
AMPHENOL CORPORATION |
| |
|
| |
By: |
|
| |
|
Name: Craig A. Lampo |
| |
|
Title: Senior Vice President and Chief Financial
Officer |
Attest:
| |
|
|
| |
Name: Lance D’Amico |
|
| |
Title: Senior Vice President, Secretary and General
Counsel |
|
[Signature Page to the Global Note]
CERTIFICATE OF AUTHENTICATION
This Global Note is one of
the Securities of the series designated therein referred to in the within-mentioned Indenture.
| |
U.S. BANK TRUST COMPANY, |
| |
NATIONAL ASSOCIATION, as Trustee |
| |
|
| |
By: |
|
| |
|
Authorized Officer |
Dated:
[Signature Page to Global Note]
(REVERSE OF NOTE)
Amphenol
Corporation
5.000%
Senior Notes due 2035
This Global Note designated
on the face hereof as 5.000% Senior Notes due 2035 (the “Notes”) is a duly authorized issue of securities of the Company
issued and issuable in one or more series under an indenture, dated as of March 16, 2023 (the “Base Indenture”),
between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee,” which term includes
any successor trustee under such indenture), to such indenture, as supplemented by an Officers’ Certificate dated as of October 31,
2024 establishing the terms of the Notes (the “Officers’ Certificate,” and together with the Base Indenture,
the “Indenture”), reference is hereby made for a statement of the respective rights, limitation of rights, duties
and immunities thereunder of the Company, the Trustee and the holders of the securities issued thereunder and of the terms upon which
said securities are, and are to be, authenticated and delivered. Capitalized terms used herein for which no definition is provided herein
shall have the meanings set forth in the Indenture.
The Notes are not subject
to a mandatory or optional sinking fund requirement.
The Notes shall be redeemable,
at the Company’s option, in whole or in part, at any time or from time to time, at the redemption prices described in the Indenture.
The Notes will be subject
to a special mandatory redemption (at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest from
the date of initial issuance, or the most recent date to which interest has been paid or provided for, whichever is later, to, but not
including, the special mandatory redemption date) under certain circumstances described in the Indenture.
If a Change of Control Repurchase
Event occurs, unless the Company has exercised its right to redeem all of the Notes as described above, each Holder of the Notes shall
have the right to require the Company to repurchase all or any part (equal to $2,000 and integral multiples of $1,000 in excess thereof)
of such Holder’s Notes pursuant to the offer described in the Indenture, at a purchase price in cash equal to 101% of the principal
amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (subject to the right of
Holders of record on the relevant Interest Record Date to receive interest due on the relevant Interest Payment Date).
If an Event of Default (as
defined in the Indenture) with respect to the Notes of this Series occurs and is continuing, the principal of the Notes of this
Series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of each Series to be affected under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of a majority in principal amount of the Securities at the time outstanding of each Series to be
affected. Without the consent of any Holder of Securities, the Indenture or the Securities may be amended to cure, correct or supplement
any ambiguity, omission, defect or inconsistency as to the Securities of such Series or to make any change that does not adversely
affect the rights of any Holder of the Securities of such Series in any material respect. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the Securities of each Series at the time outstanding, on
behalf of the Holders of all Securities of such Series, to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Until such waiver becomes effective, a consent to it by a Holder of
this Note is a continuing consent by the Holder and every subsequent Holder of this Note or portion of this Note that evidences the same
debt as the consenting Holder’s Note, even if notation of the consent is not made on this Note. However, any such Holder or subsequent
Holder may revoke the consent as to such Holder’s Note or portion of this Note if the Trustee receives the notice of revocation
before the date of the waiver becomes effective. Any amendment or waiver once effective shall bind every Holder of each Series affected
by such amendment or waiver, subject to certain exceptions provided for in the Indenture.
Every amendment to the Indenture
or the Securities of one or more Series shall be set forth in a Supplemental Indenture that complies with the TIA as then in effect.
No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times and place and at the rate and in the currency herein prescribed.
A Holder shall register the
transfer of or exchange Notes in accordance with the Indenture. The Company may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith
as permitted by the Indenture. Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or
exchange Notes of any Series for the period beginning at the opening of business fifteen days immediately preceding the mailing
of a notice of redemption of Notes of such Series selected for redemption and ending at the close of business on the day of such
mailing, or (b) to register the transfer of or exchange Notes of any Series selected, called or being called for redemption
as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption in part.
The Company may be discharged
from its obligations under the Notes and under the Indenture with respect to the Notes except for certain provisions thereof, and may
be discharged from obligations to comply with certain covenants contained in the Notes and in the Indenture with respect to the Notes,
in each case upon satisfaction of certain conditions specified in the Indenture.
A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under this Note or the Indenture
or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting the Note waives
and releases all such liability. The waiver and release are part of the consideration for the issue of the Note.
The registered Holder of
this Note shall be treated as the owner of it for all purposes.
If funds for the payment
of principal or interest remain unclaimed for two years, the Trustee and the Paying Agent will repay the funds to the Company at its
written request. After that, all liability of the Trustee and such Paying Agent with respect to such funds shall cease.
The Trustee shall act as
the Registrar, Paying Agent and Service Agent (as defined in the Indenture) for the Notes. The Notes shall be issued in denominations
of $2,000 and integral multiples of $1,000 in excess thereof. The Notes shall be issued only in registered form without coupons. In the
event of a declaration of acceleration of the maturity of the Notes pursuant to the Indenture, 100% of the principal amount of the Notes
shall be payable. The Notes shall be issued in United States dollars and principal of and premium, if any, and interest on the Notes
shall be paid in United States dollars. The Notes shall be unsecured debt securities of the Company. The Notes shall not be convertible
to any other securities of the Company. The Indenture and this Note shall be governed by and construed in accordance with the laws of
the State of New York.
In order to comply with applicable
tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Notes in effect from
time to time (“Applicable Law”) that a foreign financial institution, issuer, trustee, paying agent or other party
is or has agreed to be subject to, the Company agrees (i) upon written request of the Trustee, to provide to the Trustee, to the
extent reasonably available to the Company, sufficient information about the parties and/or transactions (including any modification
to the terms of such transactions) so the Trustee can determine whether it has tax related obligations under Applicable Law and (ii) that
the Trustee shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable Law
for which the Trustee shall not have any liability.
ASSIGNMENT
FORM
To assign this Note, fill in the form
below:
(I) or (we) assign and transfer this Note to:
(Insert
assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D.
no.)
(Print
or type assignee’s name, address and Zip Code)
and irrevocably appoint to
transfer this Note on the books of the Company. The Agent may substitute another to act for him.
Date:
| |
Your
Signature: | |
| |
| (Sign exactly as your name appears on the face of this Note) |
Signature Guarantee*: ___________________________________________________________________
| * | Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable
to the Trustee). |
OPTION
OF HOLDER TO ELECT
PURCHASE
If you want to elect to have
this Note purchased by the Company pursuant to the provisions hereof, check the box: ¨
If you want to elect to have
only part of the Note purchased by the Company pursuant to the provisions hereof, state the amount you elect to have purchased: $
Date:
| |
Your
Signature: | |
| |
| (Sign exactly as your name appears on
the face of this Note) |
| |
| |
| |
Tax Identification No.: | |
Signature Guarantee*: ___________________________________________________________________
| * | Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee). |
Exhibit B
Form of 2054 Note
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS TO BE MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CUSIP: 032095AS0
ISIN: US032095AS07
Amphenol
Corporation
5.375%
Senior Notes due 2054
Amphenol
Corporation, a Delaware corporation (the “Company,” which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., as nominee for the Depositary, or its registered
assigns, the principal sum of [ ] ($[ ]), on November 15, 2054 (such date is hereinafter referred to as the “Stated
Maturity”), and to pay interest on said principal sum, from October 31, 2024 or from the next most recent date to which
interest has been paid or duly provided for, semi-annually in arrears, on May 15 and November 15 of each year (each such date,
an “Interest Payment Date”), commencing on May 15, 2025, at the rate of 5.375% per annum until the principal
hereof shall have been paid or duly made available for payment and, to the extent permitted by law, to pay interest on any overdue principal
and premium, if any, and on any overdue installment of interest from time to time on demand at the rate borne by the Notes.
The interest so payable shall
be paid to the persons in whose name the Notes are registered at the close of business on May 1 and November 1 (the “Interest
Record Dates”) (whether or not a Business Day) immediately preceding such May 15 and November 15, respectively.
The amount of interest payable
on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any
Interest Payment Date, any redemption date or the Stated Maturity falls on a day that is not a Business Day, the required payment of
principal, premium, if any, and interest will be made on the next succeeding Business Day as if made on the date that payment was due
and no interest will accrue on the amount so payable for the period from and after such Interest Payment Date, such redemption date or
Stated Maturity, as the case may be, to the date of that payment on that next succeeding Business Day.
As used herein, the term
“Depository” shall mean The Depository Trust Company, New York, New York, another clearing agency or any successor
registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other applicable statute
or regulation, which in each case, shall be designated by the Company pursuant to the Indenture.
If the Company defaults in
a payment of interest on the Notes, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on
the defaulted interest, to the Persons who are Holders of the Notes on a subsequent special record date. The Company shall fix the record
date and payment date. At least ten days before the record date, the Company shall mail to the Trustee and to each Holder of the Notes
a notice that states the record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest
in any other lawful manner.
The place where: (i) principal
of and premium, if any, and interest on the Notes shall be payable, (ii) the Notes may be surrendered for registration of transfer
or exchange and (iii) notices and demands to or upon the Company in respect of the Notes and the Indenture may be served, shall
be at the Company’s office or agency in Hartford, Connecticut (which initially shall be the corporate trust office of the Trustee
at: U.S. Bank Trust Company, National Association, 185 Asylum Street, 27th Floor, Hartford, Connecticut 06103), provided that,
at the Company’s option, payment of interest may be made by check mailed to the registered Holders of the Notes at their registered
addresses.
Notwithstanding the foregoing,
as long as this Note is represented by a Global Note, payments of principal of, premium, if any, and interest on this Note will be made
by wire transfer of immediately available funds to the Depositary or its nominee as the initial holder of this Note.
REFERENCE IS HEREBY MADE
TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE FOLLOWING PAGES HEREOF, WHICH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE
THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed under its corporate seal.
Dated:
| |
AMPHENOL CORPORATION |
| |
|
| |
By: |
|
| |
|
Name: Craig A. Lampo |
| |
|
Title: Senior Vice President and Chief Financial
Officer |
Attest:
| |
|
|
| |
Name: Lance D’Amico |
|
| |
Title: Senior Vice President, Secretary and General
Counsel |
|
[Signature Page to
the Global Note]
CERTIFICATE OF AUTHENTICATION
This Global Note is one of
the Securities of the series designated therein referred to in the within-mentioned Indenture.
| |
U.S. BANK TRUST COMPANY, |
| |
NATIONAL ASSOCIATION, as Trustee |
| |
|
| |
By: |
|
| |
|
Authorized Officer |
Dated:
[Signature Page to Global Note]
(REVERSE OF NOTE)
Amphenol
Corporation
5.375%
Senior Notes due 2054
This Global Note designated
on the face hereof as 5.375% Senior Notes due 2054 (the “Notes”) is a duly authorized issue of securities of the Company
issued and issuable in one or more series under an indenture, dated as of March 16, 2023 (the “Base Indenture”),
between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee,” which term includes
any successor trustee under such indenture), to such indenture, as supplemented by an Officers’ Certificate dated as of October 31,
2024 establishing the terms of the Notes (the “Officers’ Certificate,” and together with the Base Indenture,
the “Indenture”), reference is hereby made for a statement of the respective rights, limitation of rights, duties
and immunities thereunder of the Company, the Trustee and the holders of the securities issued thereunder and of the terms upon which
said securities are, and are to be, authenticated and delivered. Capitalized terms used herein for which no definition is provided herein
shall have the meanings set forth in the Indenture.
The Notes are not subject
to a mandatory or optional sinking fund requirement.
The Notes shall be redeemable,
at the Company’s option, in whole or in part, at any time or from time to time, at the redemption prices described in the Indenture.
The Notes will be subject
to a special mandatory redemption (at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest from
the date of initial issuance, or the most recent date to which interest has been paid or provided for, whichever is later, to, but not
including, the special mandatory redemption date) under certain circumstances described in the Indenture.
If a Change of Control Repurchase
Event occurs, unless the Company has exercised its right to redeem all of the Notes as described above, each Holder of the Notes shall
have the right to require the Company to repurchase all or any part (equal to $2,000 and integral multiples of $1,000 in excess thereof)
of such Holder’s Notes pursuant to the offer described in the Indenture, at a purchase price in cash equal to 101% of the principal
amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (subject to the right of
Holders of record on the relevant Interest Record Date to receive interest due on the relevant Interest Payment Date).
If an Event of Default (as
defined in the Indenture) with respect to the Notes of this Series occurs and is continuing, the principal of the Notes of this
Series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of each Series to be affected under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of a majority in principal amount of the Securities at the time outstanding of each Series to be
affected. Without the consent of any Holder of Securities, the Indenture or the Securities may be amended to cure, correct or supplement
any ambiguity, omission, defect or inconsistency as to the Securities of such Series or to make any change that does not adversely
affect the rights of any Holder of the Securities of such Series in any material respect. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the Securities of each Series at the time outstanding, on
behalf of the Holders of all Securities of such Series, to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Until such waiver becomes effective, a consent to it by a Holder of
this Note is a continuing consent by the Holder and every subsequent Holder of this Note or portion of this Note that evidences the same
debt as the consenting Holder’s Note, even if notation of the consent is not made on this Note. However, any such Holder or subsequent
Holder may revoke the consent as to such Holder’s Note or portion of this Note if the Trustee receives the notice of revocation
before the date of the waiver becomes effective. Any amendment or waiver once effective shall bind every Holder of each Series affected
by such amendment or waiver, subject to certain exceptions provided for in the Indenture.
Every amendment to the Indenture
or the Securities of one or more Series shall be set forth in a Supplemental Indenture that complies with the TIA as then in effect.
No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times and place and at the rate and in the currency herein prescribed.
A Holder shall register the
transfer of or exchange Notes in accordance with the Indenture. The Company may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith
as permitted by the Indenture. Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or
exchange Notes of any Series for the period beginning at the opening of business fifteen days immediately preceding the mailing
of a notice of redemption of Notes of such Series selected for redemption and ending at the close of business on the day of such
mailing, or (b) to register the transfer of or exchange Notes of any Series selected, called or being called for redemption
as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption in part.
The Company may be discharged
from its obligations under the Notes and under the Indenture with respect to the Notes except for certain provisions thereof, and may
be discharged from obligations to comply with certain covenants contained in the Notes and in the Indenture with respect to the Notes,
in each case upon satisfaction of certain conditions specified in the Indenture.
A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under this Note or the Indenture
or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting the Note waives
and releases all such liability. The waiver and release are part of the consideration for the issue of the Note.
The registered Holder of
this Note shall be treated as the owner of it for all purposes.
If funds for the payment
of principal or interest remain unclaimed for two years, the Trustee and the Paying Agent will repay the funds to the Company at its
written request. After that, all liability of the Trustee and such Paying Agent with respect to such funds shall cease.
The Trustee shall act as
the Registrar, Paying Agent and Service Agent (as defined in the Indenture) for the Notes. The Notes shall be issued in denominations
of $2,000 and integral multiples of $1,000 in excess thereof. The Notes shall be issued only in registered form without coupons. In the
event of a declaration of acceleration of the maturity of the Notes pursuant to the Indenture, 100% of the principal amount of the Notes
shall be payable. The Notes shall be issued in United States dollars and principal of and premium, if any, and interest on the Notes
shall be paid in United States dollars. The Notes shall be unsecured debt securities of the Company. The Notes shall not be convertible
to any other securities of the Company. The Indenture and this Note shall be governed by and construed in accordance with the laws of
the State of New York.
In order to comply with applicable
tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Notes in effect from
time to time (“Applicable Law”) that a foreign financial institution, issuer, trustee, paying agent or other party
is or has agreed to be subject to, the Company agrees (i) upon written request of the Trustee, to provide to the Trustee, to the
extent reasonably available to the Company, sufficient information about the parties and/or transactions (including any modification
to the terms of such transactions) so the Trustee can determine whether it has tax related obligations under Applicable Law and (ii) that
the Trustee shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable Law
for which the Trustee shall not have any liability.
ASSIGNMENT
FORM
To assign this Note, fill in the form
below:
(I) or (we) assign and transfer this Note to:
(Insert
assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D.
no.)
(Print or type assignee’s
name, address and Zip Code)
and irrevocably appoint to
transfer this Note on the books of the Company. The Agent may substitute another to act for him.
Date:
| |
Your
Signature: | |
| |
| (Sign exactly as your name appears on the face of this Note) |
Signature Guarantee*: ___________________________________________________________________
| * | Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable
to the Trustee). |
OPTION
OF HOLDER TO ELECT
PURCHASE
If you want to elect to have
this Note purchased by the Company pursuant to the provisions hereof, check the box: ¨
If you want to elect to have
only part of the Note purchased by the Company pursuant to the provisions hereof, state the amount you elect to have purchased: $
Date:
| |
Your
Signature: | |
| |
| (Sign exactly as your name appears on
the face of this Note) |
| |
| |
| |
Tax Identification No.: | |
Signature Guarantee*: ___________________________________________________________________
| * | Participant
in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable
to the Trustee). |
Exhibit 4.4
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS TO BE MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CUSIP: 032095AN1
ISIN: US032095AN10
Amphenol
Corporation
5.050%
Senior Notes due 2027
Amphenol
Corporation, a Delaware corporation (the “Company,” which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., as nominee for the Depositary, or its registered
assigns, the principal sum of [ ] ($[ ]), on April 5, 2027 (such date is hereinafter referred to as the “Stated Maturity”),
and to pay interest on said principal sum, from October 5, 2024 or from the next most recent date to which interest has been paid
or duly provided for, semi-annually in arrears, on April 5 and October 5 of each year (each such date, an “Interest
Payment Date”), commencing on April 5, 2025, at the rate of 5.050% per annum until the principal hereof shall have been
paid or duly made available for payment and, to the extent permitted by law, to pay interest on any overdue principal and premium, if
any, and on any overdue installment of interest from time to time on demand at the rate borne by the Notes.
The interest so payable shall
be paid to the persons in whose name the Notes are registered at the close of business on March 21 and September 20 (the “Interest
Record Dates”) (whether or not a Business Day) immediately preceding such April 5 and October 5, respectively.
The amount of interest payable
on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any
Interest Payment Date, any redemption date or the Stated Maturity falls on a day that is not a Business Day, the required payment of principal,
premium, if any, and interest will be made on the next succeeding Business Day as if made on the date that payment was due and no interest
will accrue on the amount so payable for the period from and after such Interest Payment Date, such redemption date or Stated Maturity,
as the case may be, to the date of that payment on that next succeeding Business Day.
As used herein, the term “Depository”
shall mean The Depository Trust Company, New York, New York, another clearing agency or any successor registered under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) or other applicable statute or regulation, which in each case,
shall be designated by the Company pursuant to the Indenture.
If the Company defaults in
a payment of interest on the Notes, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on
the defaulted interest, to the Persons who are Holders of the Notes on a subsequent special record date. The Company shall fix the record
date and payment date. At least ten days before the record date, the Company shall mail to the Trustee and to each Holder of the Notes
a notice that states the record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest in
any other lawful manner.
The place where: (i) principal
of and premium, if any, and interest on the Notes shall be payable, (ii) the Notes may be surrendered for registration of transfer
or exchange and (iii) notices and demands to or upon the Company in respect of the Notes and the Indenture may be served, shall be
at the Company’s office or agency in Hartford, Connecticut (which initially shall be the corporate trust office of the Trustee at:
U.S. Bank Trust Company, National Association, 185 Asylum Street, 27th Floor, Hartford, Connecticut 06103), provided that,
at the Company’s option, payment of interest may be made by check mailed to the registered Holders of the Notes at their registered
addresses.
Notwithstanding the foregoing,
as long as this Note is represented by a Global Note, payments of principal of, premium, if any, and interest on this Note will be made
by wire transfer of immediately available funds to the Depositary or its nominee as the initial holder of this Note.
REFERENCE IS HEREBY MADE TO
THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE FOLLOWING PAGES HEREOF, WHICH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed under its corporate seal.
Dated:
| AMPHENOL CORPORATION |
| | | |
| | By: | |
| | | Name: Craig A. Lampo |
| | | Title: Senior Vice President and Chief
Financial Officer |
Attest:
Name: Lance D’Amico
Title: Senior Vice President, Secretary and General Counsel
[Signature Page to the Global Note]
CERTIFICATE OF AUTHENTICATION
This Global Note is one of the
Securities of the series designated therein referred to in the within-mentioned Indenture.
| U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee |
| | | |
| | By: | |
| | | Authorized Officer |
Dated:
[Signature Page to
the Global Note]
(REVERSE OF NOTE)
Amphenol
Corporation
5.050%
Senior Notes due 2027
This
Global Note designated on the face hereof as 5.050% Senior Notes due 2027 (the “Notes”) is a duly authorized issue
of securities of the Company issued and issuable in one or more series under an indenture, dated as of March 16, 2023 (the “Base
Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee,”
which term includes any successor trustee under such indenture), to such indenture, as supplemented by an Officers’ Certificate
dated as of April 5, 2024 establishing the terms of the Notes (the “Officers’ Certificate,” and together
with the Base Indenture, the “Indenture”), reference is hereby made for a statement of the respective rights,
limitation of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the securities issued thereunder
and of the terms upon which said securities are, and are to be, authenticated and delivered. The Notes constitute a further issuance of,
and will be consolidated and form a single series with, the aggregate principal amount of 5.050% Senior Notes due 2027 issued on April 5,
2024. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture.
The Notes are not subject
to a mandatory or optional sinking fund requirement.
The Notes shall be redeemable,
at the Company’s option, in whole or in part, at any time or from time to time, at the redemption prices described in the Indenture.
The Notes are not subject
to a special mandatory redemption.
If a Change of Control Repurchase
Event occurs, unless the Company has exercised its right to redeem all of the Notes as described above, each Holder of the Notes shall
have the right to require the Company to repurchase all or any part (equal to $2,000 and integral multiples of $1,000 in excess thereof)
of such Holder’s Notes pursuant to the offer described in the Indenture, at a purchase price in cash equal to 101% of the principal
amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (subject to the right of
Holders of record on the relevant Interest Record Date to receive interest due on the relevant Interest Payment Date).
If an Event of Default (as
defined in the Indenture) with respect to the Notes of this Series occurs and is continuing, the principal of the Notes of this Series may
be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of each Series to be affected under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of a majority in principal amount of the Securities at the time outstanding of each Series to be
affected. Without the consent of any Holder of Securities, the Indenture or the Securities may be amended to cure, correct or supplement
any ambiguity, omission, defect or inconsistency as to the Securities of such Series or to make any change that does not adversely
affect the rights of any Holder of the Securities of such Series in any material respect. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the Securities of each Series at the time outstanding, on
behalf of the Holders of all Securities of such Series, to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Until such waiver becomes effective, a consent to it by a Holder of
this Note is a continuing consent by the Holder and every subsequent Holder of this Note or portion of this Note that evidences the same
debt as the consenting Holder’s Note, even if notation of the consent is not made on this Note. However, any such Holder or subsequent
Holder may revoke the consent as to such Holder’s Note or portion of this Note if the Trustee receives the notice of revocation
before the date of the waiver becomes effective. Any amendment or waiver once effective shall bind every Holder of each Series affected
by such amendment or waiver, subject to certain exceptions provided for in the Indenture.
Every amendment to the Indenture
or the Securities of one or more Series shall be set forth in a Supplemental Indenture that complies with the TIA as then in effect.
No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times and place and at the rate and in the currency herein prescribed.
A Holder shall register the
transfer of or exchange Notes in accordance with the Indenture. The Company may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith
as permitted by the Indenture. Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or
exchange Notes of any Series for the period beginning at the opening of business fifteen days immediately preceding the mailing of
a notice of redemption of Notes of such Series selected for redemption and ending at the close of business on the day of such mailing,
or (b) to register the transfer of or exchange Notes of any Series selected, called or being called for redemption as a whole
or the portion being redeemed of any such Securities selected, called or being called for redemption in part.
The Company may be discharged
from its obligations under the Notes and under the Indenture with respect to the Notes except for certain provisions thereof, and may
be discharged from obligations to comply with certain covenants contained in the Notes and in the Indenture with respect to the Notes,
in each case upon satisfaction of certain conditions specified in the Indenture.
A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under this Note or the Indenture
or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting the Note waives
and releases all such liability. The waiver and release are part of the consideration for the issue of the Note.
The registered Holder of this
Note shall be treated as the owner of it for all purposes.
If funds for the payment of
principal or interest remain unclaimed for two years, the Trustee and the Paying Agent will repay the funds to the Company at its written
request. After that, all liability of the Trustee and such Paying Agent with respect to such funds shall cease.
The Trustee shall act as the
Registrar, Paying Agent and Service Agent (as defined in the Indenture) for the Notes. The Notes shall be issued in denominations of $2,000
and integral multiples of $1,000 in excess thereof. The Notes shall be issued only in registered form without coupons. In the event of
a declaration of acceleration of the maturity of the Notes pursuant to the Indenture, 100% of the principal amount of the Notes shall
be payable. The Notes shall be issued in United States dollars and principal of and premium, if any, and interest on the Notes shall be
paid in United States dollars. The Notes shall be unsecured debt securities of the Company. The Notes shall not be convertible to any
other securities of the Company. The Indenture and this Note shall be governed by and construed in accordance with the laws of the State
of New York.
In order to comply with applicable
tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Notes in effect from
time to time (“Applicable Law”) that a foreign financial institution, issuer, trustee, paying agent or other party
is or has agreed to be subject to, the Company agrees (i) upon written request of the Trustee, to provide to the Trustee, to the
extent reasonably available to the Company, sufficient information about the parties and/or transactions (including any modification to
the terms of such transactions) so the Trustee can determine whether it has tax related obligations under Applicable Law and (ii) that
the Trustee shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable Law
for which the Trustee shall not have any liability.
ASSIGNMENT
FORM
To assign this Note, fill in the form
below:
(I) or (we) assign and transfer this Note to:
(Insert
assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D.
no.)
(Print
or type assignee’s name, address and Zip Code)
and irrevocably appoint to
transfer this Note on the books of the Company. The Agent may substitute another to act for him.
Date:
| |
Your
Signature: | |
| |
| (Sign exactly as your name appears on the face of this Note) |
Signature Guarantee*: ____________________________________________________________________
| * | Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable
to the Trustee). |
OPTION
OF HOLDER TO ELECT
PURCHASE
If you want to elect to have
this Note purchased by the Company pursuant to the provisions hereof, check the box: ¨
If you want to elect to have
only part of the Note purchased by the Company pursuant to the provisions hereof, state the amount you elect to have purchased: $
Date:
| |
Your
Signature: | |
| |
| (Sign exactly as your name appears on
the face of this Note) |
| |
| |
| |
Tax Identification No.: | |
Signature Guarantee*: ___________________________________________________________________
| * | Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). |
Exhibit 4.5
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS TO BE MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CUSIP: 032095AR2
ISIN: US032095AR24
Amphenol
Corporation
5.000%
Senior Notes due 2035
Amphenol
Corporation, a Delaware corporation (the “Company,” which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., as nominee for the Depositary, or its registered
assigns, the principal sum of [ ] ($[ ]), on January 15, 2035 (such date is hereinafter referred to as the “Stated
Maturity”), and to pay interest on said principal sum, from October 31, 2024 or from the next most recent date to which
interest has been paid or duly provided for, semi-annually in arrears, on January 15 and July 15 of each year (each such date,
an “Interest Payment Date”), commencing on January 15, 2025, at the rate of 5.000% per annum until the principal
hereof shall have been paid or duly made available for payment and, to the extent permitted by law, to pay interest on any overdue principal
and premium, if any, and on any overdue installment of interest from time to time on demand at the rate borne by the Notes.
The interest so payable shall
be paid to the persons in whose name the Notes are registered at the close of business on January 1 and July 1 (the “Interest
Record Dates”) (whether or not a Business Day) immediately preceding such January 15 and July 15, respectively.
The amount of interest payable
on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any
Interest Payment Date, any redemption date or the Stated Maturity falls on a day that is not a Business Day, the required payment of principal,
premium, if any, and interest will be made on the next succeeding Business Day as if made on the date that payment was due and no interest
will accrue on the amount so payable for the period from and after such Interest Payment Date, such redemption date or Stated Maturity,
as the case may be, to the date of that payment on that next succeeding Business Day.
As used herein, the term “Depository”
shall mean The Depository Trust Company, New York, New York, another clearing agency or any successor registered under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) or other applicable statute or regulation, which in each case,
shall be designated by the Company pursuant to the Indenture.
If the Company defaults in
a payment of interest on the Notes, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on
the defaulted interest, to the Persons who are Holders of the Notes on a subsequent special record date. The Company shall fix the record
date and payment date. At least ten days before the record date, the Company shall mail to the Trustee and to each Holder of the Notes
a notice that states the record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest in
any other lawful manner.
The place where: (i) principal
of and premium, if any, and interest on the Notes shall be payable, (ii) the Notes may be surrendered for registration of transfer
or exchange and (iii) notices and demands to or upon the Company in respect of the Notes and the Indenture may be served, shall be
at the Company’s office or agency in Hartford, Connecticut (which initially shall be the corporate trust office of the Trustee at:
U.S. Bank Trust Company, National Association, 185 Asylum Street, 27th Floor, Hartford, Connecticut 06103), provided that,
at the Company’s option, payment of interest may be made by check mailed to the registered Holders of the Notes at their registered
addresses.
Notwithstanding the foregoing,
as long as this Note is represented by a Global Note, payments of principal of, premium, if any, and interest on this Note will be made
by wire transfer of immediately available funds to the Depositary or its nominee as the initial holder of this Note.
REFERENCE IS HEREBY MADE TO
THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE FOLLOWING PAGES HEREOF, WHICH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed under its corporate seal.
Dated:
| AMPHENOL CORPORATION |
| | | |
| | By: | |
| | | Name: Craig A. Lampo |
| | | Title: Senior Vice President and Chief
Financial Officer |
Attest:
Name: Lance D’Amico
Title: Senior Vice President, Secretary and General Counsel
[Signature Page to the Global Note]
CERTIFICATE OF AUTHENTICATION
This Global Note is one of the
Securities of the series designated therein referred to in the within-mentioned Indenture.
| U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee |
| | | |
| | By: | |
| | | Authorized Officer |
Dated:
[Signature Page to Global Note]
(REVERSE OF NOTE)
Amphenol
Corporation
5.000%
Senior Notes due 2035
This Global Note designated
on the face hereof as 5.000% Senior Notes due 2035 (the “Notes”) is a duly authorized issue of securities of the Company
issued and issuable in one or more series under an indenture, dated as of March 16, 2023 (the “Base Indenture”),
between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee,” which term includes
any successor trustee under such indenture), to such indenture, as supplemented by an Officers’ Certificate dated as of October 31,
2024 establishing the terms of the Notes (the “Officers’ Certificate,” and together with the Base Indenture,
the “Indenture”), reference is hereby made for a statement of the respective rights, limitation of rights, duties and
immunities thereunder of the Company, the Trustee and the holders of the securities issued thereunder and of the terms upon which said
securities are, and are to be, authenticated and delivered. Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Indenture.
The Notes are not subject
to a mandatory or optional sinking fund requirement.
The Notes shall be redeemable,
at the Company’s option, in whole or in part, at any time or from time to time, at the redemption prices described in the Indenture.
The Notes will be subject
to a special mandatory redemption (at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest from
the date of initial issuance, or the most recent date to which interest has been paid or provided for, whichever is later, to, but not
including, the special mandatory redemption date) under certain circumstances described in the Indenture.
If a Change of Control Repurchase
Event occurs, unless the Company has exercised its right to redeem all of the Notes as described above, each Holder of the Notes shall
have the right to require the Company to repurchase all or any part (equal to $2,000 and integral multiples of $1,000 in excess thereof)
of such Holder’s Notes pursuant to the offer described in the Indenture, at a purchase price in cash equal to 101% of the principal
amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (subject to the right of
Holders of record on the relevant Interest Record Date to receive interest due on the relevant Interest Payment Date).
If an Event of Default (as
defined in the Indenture) with respect to the Notes of this Series occurs and is continuing, the principal of the Notes of this Series may
be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of each Series to be affected under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of a majority in principal amount of the Securities at the time outstanding of each Series to be
affected. Without the consent of any Holder of Securities, the Indenture or the Securities may be amended to cure, correct or supplement
any ambiguity, omission, defect or inconsistency as to the Securities of such Series or to make any change that does not adversely
affect the rights of any Holder of the Securities of such Series in any material respect. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the Securities of each Series at the time outstanding, on
behalf of the Holders of all Securities of such Series, to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Until such waiver becomes effective, a consent to it by a Holder of
this Note is a continuing consent by the Holder and every subsequent Holder of this Note or portion of this Note that evidences the same
debt as the consenting Holder’s Note, even if notation of the consent is not made on this Note. However, any such Holder or subsequent
Holder may revoke the consent as to such Holder’s Note or portion of this Note if the Trustee receives the notice of revocation
before the date of the waiver becomes effective. Any amendment or waiver once effective shall bind every Holder of each Series affected
by such amendment or waiver, subject to certain exceptions provided for in the Indenture.
Every amendment to the Indenture
or the Securities of one or more Series shall be set forth in a Supplemental Indenture that complies with the TIA as then in effect.
No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times and place and at the rate and in the currency herein prescribed.
A Holder shall register the
transfer of or exchange Notes in accordance with the Indenture. The Company may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith
as permitted by the Indenture. Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or
exchange Notes of any Series for the period beginning at the opening of business fifteen days immediately preceding the mailing of
a notice of redemption of Notes of such Series selected for redemption and ending at the close of business on the day of such mailing,
or (b) to register the transfer of or exchange Notes of any Series selected, called or being called for redemption as a whole
or the portion being redeemed of any such Securities selected, called or being called for redemption in part.
The Company may be discharged
from its obligations under the Notes and under the Indenture with respect to the Notes except for certain provisions thereof, and may
be discharged from obligations to comply with certain covenants contained in the Notes and in the Indenture with respect to the Notes,
in each case upon satisfaction of certain conditions specified in the Indenture.
A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under this Note or the Indenture
or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting the Note waives
and releases all such liability. The waiver and release are part of the consideration for the issue of the Note.
The registered Holder of this
Note shall be treated as the owner of it for all purposes.
If funds for the payment of
principal or interest remain unclaimed for two years, the Trustee and the Paying Agent will repay the funds to the Company at its written
request. After that, all liability of the Trustee and such Paying Agent with respect to such funds shall cease.
The Trustee shall act as the
Registrar, Paying Agent and Service Agent (as defined in the Indenture) for the Notes. The Notes shall be issued in denominations of $2,000
and integral multiples of $1,000 in excess thereof. The Notes shall be issued only in registered form without coupons. In the event of
a declaration of acceleration of the maturity of the Notes pursuant to the Indenture, 100% of the principal amount of the Notes shall
be payable. The Notes shall be issued in United States dollars and principal of and premium, if any, and interest on the Notes shall be
paid in United States dollars. The Notes shall be unsecured debt securities of the Company. The Notes shall not be convertible to any
other securities of the Company. The Indenture and this Note shall be governed by and construed in accordance with the laws of the State
of New York.
In order to comply with applicable
tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Notes in effect from
time to time (“Applicable Law”) that a foreign financial institution, issuer, trustee, paying agent or other party
is or has agreed to be subject to, the Company agrees (i) upon written request of the Trustee, to provide to the Trustee, to the
extent reasonably available to the Company, sufficient information about the parties and/or transactions (including any modification to
the terms of such transactions) so the Trustee can determine whether it has tax related obligations under Applicable Law and (ii) that
the Trustee shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable Law
for which the Trustee shall not have any liability.
ASSIGNMENT
FORM
To assign this Note, fill in the form
below:
(I) or (we) assign and transfer this Note to:
(Insert
assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D.
no.)
(Print
or type assignee’s name, address and Zip Code)
and irrevocably appoint to
transfer this Note on the books of the Company. The Agent may substitute another to act for him.
Date:
| |
Your
Signature: | |
| |
| (Sign exactly as your name appears on the face of this Note) |
Signature Guarantee*: ____________________________________________________________________
| * | Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable
to the Trustee). |
OPTION
OF HOLDER TO ELECT
PURCHASE
If you want to elect to have
this Note purchased by the Company pursuant to the provisions hereof, check the box: ¨
If you want to elect to have
only part of the Note purchased by the Company pursuant to the provisions hereof, state the amount you elect to have purchased: $
Date:
| |
Your
Signature: | |
| |
| (Sign exactly as your name appears on
the face of this Note) |
| |
| |
| |
Tax Identification No.: | |
Signature Guarantee*: ___________________________________________________________________
| * | Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). |
Exhibit 4.6
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH A SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS TO BE MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CUSIP: 032095AS0
ISIN: US032095AS07
Amphenol
Corporation
5.375%
Senior Notes due 2054
Amphenol
Corporation, a Delaware corporation (the “Company,” which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., as nominee for the Depositary, or its registered
assigns, the principal sum of [ ] ($[ ]), on November 15, 2054 (such date is hereinafter referred to as the “Stated
Maturity”), and to pay interest on said principal sum, from October 31, 2024 or from the next most recent date to which
interest has been paid or duly provided for, semi-annually in arrears, on May 15 and November 15 of each year (each such date,
an “Interest Payment Date”), commencing on May 15, 2025, at the rate of 5.375% per annum until the principal hereof
shall have been paid or duly made available for payment and, to the extent permitted by law, to pay interest on any overdue principal
and premium, if any, and on any overdue installment of interest from time to time on demand at the rate borne by the Notes.
The interest so payable shall
be paid to the persons in whose name the Notes are registered at the close of business on May 1 and November 1 (the “Interest
Record Dates”) (whether or not a Business Day) immediately preceding such May 15 and November 15, respectively.
The amount of interest payable
on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any
Interest Payment Date, any redemption date or the Stated Maturity falls on a day that is not a Business Day, the required payment of principal,
premium, if any, and interest will be made on the next succeeding Business Day as if made on the date that payment was due and no interest
will accrue on the amount so payable for the period from and after such Interest Payment Date, such redemption date or Stated Maturity,
as the case may be, to the date of that payment on that next succeeding Business Day.
As used herein, the term “Depository”
shall mean The Depository Trust Company, New York, New York, another clearing agency or any successor registered under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) or other applicable statute or regulation, which in each case,
shall be designated by the Company pursuant to the Indenture.
If the Company defaults in
a payment of interest on the Notes, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on
the defaulted interest, to the Persons who are Holders of the Notes on a subsequent special record date. The Company shall fix the record
date and payment date. At least ten days before the record date, the Company shall mail to the Trustee and to each Holder of the Notes
a notice that states the record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest in
any other lawful manner.
The place where: (i) principal
of and premium, if any, and interest on the Notes shall be payable, (ii) the Notes may be surrendered for registration of transfer
or exchange and (iii) notices and demands to or upon the Company in respect of the Notes and the Indenture may be served, shall be
at the Company’s office or agency in Hartford, Connecticut (which initially shall be the corporate trust office of the Trustee at:
U.S. Bank Trust Company, National Association, 185 Asylum Street, 27th Floor, Hartford, Connecticut 06103), provided that,
at the Company’s option, payment of interest may be made by check mailed to the registered Holders of the Notes at their registered
addresses.
Notwithstanding the foregoing,
as long as this Note is represented by a Global Note, payments of principal of, premium, if any, and interest on this Note will be made
by wire transfer of immediately available funds to the Depositary or its nominee as the initial holder of this Note.
REFERENCE IS HEREBY MADE TO
THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE FOLLOWING PAGES HEREOF, WHICH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed under its corporate seal.
Dated:
| AMPHENOL CORPORATION |
| | | |
| | By: | |
| | | Name: Craig A. Lampo |
| | | Title: Senior Vice President and Chief
Financial Officer |
Attest:
Name: Lance D’Amico
Title: Senior Vice President, Secretary and General Counsel
[Signature Page to the Global Note]
CERTIFICATE OF AUTHENTICATION
This Global Note is one of the
Securities of the series designated therein referred to in the within-mentioned Indenture.
| U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee |
| | | |
| | By: | |
| | | Authorized Officer |
Dated:
[Signature Page to Global Note]
(REVERSE OF NOTE)
Amphenol
Corporation
5.375%
Senior Notes due 2054
This Global Note designated
on the face hereof as 5.375% Senior Notes due 2054 (the “Notes”) is a duly authorized issue of securities of the Company
issued and issuable in one or more series under an indenture, dated as of March 16, 2023 (the “Base Indenture”),
between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee,” which term includes
any successor trustee under such indenture), to such indenture, as supplemented by an Officers’ Certificate dated as of October 31,
2024 establishing the terms of the Notes (the “Officers’ Certificate,” and together with the Base Indenture,
the “Indenture”), reference is hereby made for a statement of the respective rights, limitation of rights, duties and
immunities thereunder of the Company, the Trustee and the holders of the securities issued thereunder and of the terms upon which said
securities are, and are to be, authenticated and delivered. Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Indenture.
The Notes are not subject
to a mandatory or optional sinking fund requirement.
The Notes shall be redeemable,
at the Company’s option, in whole or in part, at any time or from time to time, at the redemption prices described in the Indenture.
The Notes will be subject
to a special mandatory redemption (at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest from
the date of initial issuance, or the most recent date to which interest has been paid or provided for, whichever is later, to, but not
including, the special mandatory redemption date) under certain circumstances described in the Indenture.
If a Change of Control Repurchase
Event occurs, unless the Company has exercised its right to redeem all of the Notes as described above, each Holder of the Notes shall
have the right to require the Company to repurchase all or any part (equal to $2,000 and integral multiples of $1,000 in excess thereof)
of such Holder’s Notes pursuant to the offer described in the Indenture, at a purchase price in cash equal to 101% of the principal
amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (subject to the right of
Holders of record on the relevant Interest Record Date to receive interest due on the relevant Interest Payment Date).
If an Event of Default (as
defined in the Indenture) with respect to the Notes of this Series occurs and is continuing, the principal of the Notes of this Series may
be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of each Series to be affected under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of a majority in principal amount of the Securities at the time outstanding of each Series to be
affected. Without the consent of any Holder of Securities, the Indenture or the Securities may be amended to cure, correct or supplement
any ambiguity, omission, defect or inconsistency as to the Securities of such Series or to make any change that does not adversely
affect the rights of any Holder of the Securities of such Series in any material respect. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the Securities of each Series at the time outstanding, on
behalf of the Holders of all Securities of such Series, to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Until such waiver becomes effective, a consent to it by a Holder of
this Note is a continuing consent by the Holder and every subsequent Holder of this Note or portion of this Note that evidences the same
debt as the consenting Holder’s Note, even if notation of the consent is not made on this Note. However, any such Holder or subsequent
Holder may revoke the consent as to such Holder’s Note or portion of this Note if the Trustee receives the notice of revocation
before the date of the waiver becomes effective. Any amendment or waiver once effective shall bind every Holder of each Series affected
by such amendment or waiver, subject to certain exceptions provided for in the Indenture.
Every amendment to the Indenture
or the Securities of one or more Series shall be set forth in a Supplemental Indenture that complies with the TIA as then in effect.
No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times and place and at the rate and in the currency herein prescribed.
A Holder shall register the
transfer of or exchange Notes in accordance with the Indenture. The Company may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith
as permitted by the Indenture. Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or
exchange Notes of any Series for the period beginning at the opening of business fifteen days immediately preceding the mailing of
a notice of redemption of Notes of such Series selected for redemption and ending at the close of business on the day of such mailing,
or (b) to register the transfer of or exchange Notes of any Series selected, called or being called for redemption as a whole
or the portion being redeemed of any such Securities selected, called or being called for redemption in part.
The Company may be discharged
from its obligations under the Notes and under the Indenture with respect to the Notes except for certain provisions thereof, and may
be discharged from obligations to comply with certain covenants contained in the Notes and in the Indenture with respect to the Notes,
in each case upon satisfaction of certain conditions specified in the Indenture.
A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under this Note or the Indenture
or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting the Note waives
and releases all such liability. The waiver and release are part of the consideration for the issue of the Note.
The registered Holder of this
Note shall be treated as the owner of it for all purposes.
If funds for the payment of
principal or interest remain unclaimed for two years, the Trustee and the Paying Agent will repay the funds to the Company at its written
request. After that, all liability of the Trustee and such Paying Agent with respect to such funds shall cease.
The Trustee shall act as the
Registrar, Paying Agent and Service Agent (as defined in the Indenture) for the Notes. The Notes shall be issued in denominations of $2,000
and integral multiples of $1,000 in excess thereof. The Notes shall be issued only in registered form without coupons. In the event of
a declaration of acceleration of the maturity of the Notes pursuant to the Indenture, 100% of the principal amount of the Notes shall
be payable. The Notes shall be issued in United States dollars and principal of and premium, if any, and interest on the Notes shall be
paid in United States dollars. The Notes shall be unsecured debt securities of the Company. The Notes shall not be convertible to any
other securities of the Company. The Indenture and this Note shall be governed by and construed in accordance with the laws of the State
of New York.
In order to comply with applicable
tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Notes in effect from
time to time (“Applicable Law”) that a foreign financial institution, issuer, trustee, paying agent or other party
is or has agreed to be subject to, the Company agrees (i) upon written request of the Trustee, to provide to the Trustee, to the
extent reasonably available to the Company, sufficient information about the parties and/or transactions (including any modification to
the terms of such transactions) so the Trustee can determine whether it has tax related obligations under Applicable Law and (ii) that
the Trustee shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable Law
for which the Trustee shall not have any liability.
ASSIGNMENT
FORM
To assign this Note, fill in the form
below:
(I) or (we) assign and transfer this Note to:
(Insert
assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D.
no.)
(Print
or type assignee’s name, address and Zip Code)
and irrevocably appoint to
transfer this Note on the books of the Company. The Agent may substitute another to act for him.
Date:
| |
Your
Signature: | |
| |
| (Sign exactly as your name appears on the face of this Note) |
Signature Guarantee*: ____________________________________________________________________
| * | Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable
to the Trustee). |
OPTION
OF HOLDER TO ELECT
PURCHASE
If you want to elect to have
this Note purchased by the Company pursuant to the provisions hereof, check the box: ¨
If you want to elect to have
only part of the Note purchased by the Company pursuant to the provisions hereof, state the amount you elect to have purchased: $
Date:
| |
Your
Signature: | |
| |
| (Sign exactly as your name appears on
the face of this Note) |
| |
| |
| |
Tax Identification No.: | |
Signature Guarantee*: ___________________________________________________________________
| * | Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). |
Exhibit 5.1
| |
200 Clarendon Street |
| |
Boston, Massachusetts
02116 |
| |
Tel: +1.617.948.6000
Fax: +1.617.948.6001 |
| |
www.lw.com |
| |
|
 |
FIRM / AFFILIATE
OFFICES |
| |
Austin |
Milan |
| |
Beijing |
Munich |
| |
Boston |
New York |
| |
Brussels |
Orange County |
| October 31, 2024 |
Century City |
Paris |
| |
Chicago |
Riyadh |
| |
Dubai |
San Diego |
| |
Düsseldorf |
San Francisco |
| |
Frankfurt |
Seoul |
| Amphenol Corporation |
Hamburg |
Silicon Valley |
| 358 Hall Avenue |
Hong Kong |
Singapore |
| Wallingford, Connecticut 06492 |
Houston |
Tel Aviv |
| |
London |
Tokyo |
| |
Los Angeles |
Washington, D.C. |
| Re: Amphenol Corporation |
Madrid |
|
To the addressee set forth above:
We have acted as special counsel to Amphenol Corporation,
a Delaware corporation (the “Company”), in connection with the issuance of $250,000,000 aggregate principal
amount of the Company’s 5.050% Senior Notes due 2027 (the “2027 Notes”), $750,000,000 aggregate principal
amount of the Company’s 5.000% Senior Notes due 2035 (the “2035 Notes”) and $500,000,000 aggregate principal
amount of the Company’s 5.375% Senior Notes due 2054 (the “2054 Notes”, and together with the 2027 Notes
and 2035 Notes, the “Notes”), under an indenture, dated as of March 16, 2023 between U.S. Bank Trust Company,
National Association, as trustee, and the Company (the “Base Indenture”) and (a) as to the 2027 Notes,
an officers’ certificate, dated April 5, 2024, setting forth the terms of the 2027 Notes (the “2027 Notes Officers’
Certificate”) and (b) as to the 2035 Notes and the 2054 Notes, an officers’ certificate, dated October 31,
2024, setting forth the terms of the 2035 Notes and the 2054 Notes (the “2035 Notes and 2054 Notes Officers’ Certificate”
and together with the 2027 Notes Officers’ Certificate, the “Officers’ Certificates” and together
with the Base Indenture, the “Indenture”), and pursuant to a registration statement on Form S-3 under the
Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”)
on March 16, 2023 (Registration No. 333-270605) (as amended, the “Registration Statement”), a base
prospectus, dated March 16, 2023 included in the Registration Statement at the time it originally became effective (the “Base
Prospectus”) and a final prospectus supplement, dated October 28, 2024, filed with the Commission pursuant to Rule 424(b) under
the Act on October 29, 2024 (together with the Base Prospectus, the “Prospectus”).
This opinion is being furnished in connection with
the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining
to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of
the Notes.
As such counsel, we have examined such matters
of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates
and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.
We are opining herein as to the internal laws of the State of New York and the Delaware General Corporation Law, and we express no opinion
with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any
other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other matters
set forth herein, it is our opinion that, as of the date hereof, when the Notes have been duly executed, issued, and authenticated in
accordance with the terms of the Indenture and delivered against payment therefor in the circumstances contemplated by the form of underwriting
agreement most recently filed as an exhibit to the Registration Statement, the Notes will have been duly authorized by all necessary corporate
action of the Company and will be legally valid and binding obligations of the Company enforceable against the Company in accordance with
their terms.
Our opinions are subject to: (i) the effect
of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and
remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including
the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair
dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under
law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where
such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any provision for
liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such
provisions are deemed to constitute a penalty; (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration,
remedies, or judicial relief; (c) waivers of rights or defenses relating to stay, extension, and usury laws; and waivers of broadly
or vaguely stated rights; (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law
or public policy; (e) any provision permitting, upon acceleration of the Notes, collection of that portion of the stated principal
amount thereof which might be determined to constitute unearned interest thereon; and (f) the severability, if invalid, of provisions
to the foregoing effect.
With your consent, we have assumed (a) that
the Indenture and the Notes (collectively, the “Documents”) have been duly authorized, executed and delivered
by the parties thereto other than the Company, (b) that the Documents constitute legally valid and binding obligations of the parties
thereto other than the Company, enforceable against each of them in accordance with their respective terms, and (c) that the status
of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under,
agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures
to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental
authorities.
This opinion is for your benefit in connection
with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions
of the Act. We consent to your filing this opinion as an exhibit to the Company’s Form 8-K dated October 31, 2024 and
to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do
not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
| | | Sincerely, |
| | | |
| /s/ | Latham & Watkins LLP |
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