WESCO Lays Out Plan to Pay for Anixter

PITTSBURGH — WESCO International, Inc. (“WESCO”) today announced that its wholly-owned subsidiary, WESCO Distribution, Inc. (“WESCO Distribution”), intends to offer (the “Offering”) to eligible purchasers, subject to market and other conditions, $1,825 million aggregate principal amount of senior notes due 2025 (the “5-Year Notes”) and $1,000 million aggregate principal amount of senior notes due 2028 (the “8-Year Notes” and, together with the 5-Year Notes, the “Notes” and, each, a “series”).

WESCO intends to use the net proceeds from this offering, together with borrowings under its new and existing credit facilities and existing cash on hand, to finance the previously announced merger (the “Merger”) of WESCO and Anixter International Inc. (“Anixter”) and the other transactions contemplated by the Agreement and Plan of Merger, dated as of January 10, 2020 (the “Merger Agreement”), by and among WESCO, Anixter and Warrior Merger Sub, Inc., including (i) paying the cash portion of the Merger consideration to stockholders of Anixter, (ii) refinancing certain existing indebtedness of Anixter contemplated by the Merger Agreement, including financing the satisfaction and discharge, defeasance, redemption or other repayment in full of Anixter Inc.’s 5.125% Senior Notes due 2021, financing payments in connection with the consent solicitations and tender offers in respect of Anixter Inc.’s 5.50% Senior Notes due 2023 and Anixter Inc.’s 6.00% Senior Notes due 2025, (iii) refinancing other indebtedness of WESCO, and (iv) paying the fees, costs and expenses in connection with the foregoing.

Each series of Notes will be unsecured, unsubordinated debt obligations of WESCO Distribution, and will rank equally with WESCO Distribution’s other existing and future unsecured, unsubordinated obligations. Initially, each series of Notes will be guaranteed on an unsecured, unsubordinated basis by WESCO (the “Parent Guarantee”). Promptly following the consummation of the Merger, each series of Notes will be guaranteed on an unsecured, unsubordinated basis by Anixter Inc., which will be a wholly-owned subsidiary of WESCO Distribution (the “Subsidiary Guarantee” and, together with the Parent Guarantee, the “Guarantees”).

The Notes of each series and related Guarantees will be offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The Notes of each series have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release does not and will not constitute an offer to sell, or the solicitation of an offer to buy, the Notes or any other securities, nor will there be any sale of the Notes or other securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful. Any offer will be made only by means of a private offering memorandum.