Flex Ltd.: completes acquisition of EPC Power for $4,400,000,000

What happened

• Flex Ltd. announced it completed the Transaction to acquire all equity interests of EPC Power Corp. on Oct 14, 2026, paying $4,400,000,000 in cash, subject to customary adjustments. EPC Power is now a wholly owned subsidiary and part of Flex’s cloud and power infrastructure business, which Flex plans to separate into Axiom Solutions International, Inc. (the Spin-Off) in the first quarter of 2027.
• In connection with the Transaction, on Oct 14, 2026, Flex borrowed $3,300,000,000 under the Credit Facility and $1,100,000,000 under the Bridge Credit Facility in single advances to pay a portion of the Consideration and related fees and expenses. Flex also funded the Consideration with cash on hand.

Key details

• Purchase price: $4,400,000,000 in cash; Locked Box Date: Jun 30, 2026; protections against leakage between Jun 30, 2026 and closing subject to customary exceptions.
• Credit Facility: $3,300,000,000 committed, funded Oct 14, 2026, maturity Oct 13, 2027 (364 days after funding); loans bear interest at Term SOFR plus a margin or Base Rate plus a margin; required prepayment upon funding of a term loan facility by Axiom in connection with the Spin-Off.
• Bridge Credit Facility: $1,100,000,000 committed, funded Oct 14, 2026, maturity Oct 13, 2027 (364 days after funding); loans bear interest at Term SOFR plus a margin or Base Rate plus a margin; contains customary covenants and events of default, including maintenance of a Debt/EBITDA ratio not to exceed 4.50 to 1.00 and an Interest Coverage ratio of not less than 3.00 to 1.00 as of the last day of any fiscal quarter.
• Preferred investment in Axiom: investors agreed to purchase 200,000 shares of Series A convertible preferred stock at $10,000 per share for an aggregate $2,000,000,000; closing remains subject to customary conditions, including Hart-Scott-Rodino and other regulatory approvals.

Why it may matter

• Item 1.01 reports entry into the Bridge Credit Agreement and its key terms and covenants. Item 2.01 reports completion of the acquisition of EPC Power and related purchase terms. Item 2.03 reports the creation of direct financial obligations under the Credit Agreement and related borrowings. The filing also includes a press release and customary forward-looking statements. This filing does not show why the company acted.