Form 8-K
8-K — AMPHENOL CORP /DE/
Accession: 0001104659-26-055888
Filed: 2026-05-06
Period: 2026-05-05
CIK: 0000820313
SIC: 3678 (ELECTRONIC CONNECTORS)
Item: Entry into a Material Definitive Agreement
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2613386d4_8k.htm (Primary)
EX-1.1 — EXHIBIT 1.1 (tm2613386d4_ex1-1.htm)
EX-99.1 — EXHIBIT 99.1 (tm2613386d4_ex99-1.htm)
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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) May 5, 2026
AMPHENOL CORPORATION
(Exact name of registrant as specified in its 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
3.125% Senior Notes due 2032
APH32
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
May 5, 2026, Amphenol Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
by and among the Company and Barclays Bank PLC, Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, HSBC Bank plc,
BNP PARIBAS, J.P. Morgan Securities plc, Mizuho International plc, Standard Chartered Bank, ING Bank N.V., Belgian Branch and Siebert
Williams Shank & Co., LLC, relating to the offer and sale of €600 million aggregate principal
amount of the Company’s 3.375% Senior Notes due 2029 (the “2029 Notes”) and €500 million aggregate principal amount
of the Company’s 3.875% Senior Notes due 2034 (the “the 2034 Notes” and, together with the 2029 Notes, the “Notes”).
The closing of the Notes offering (the “Notes
Offering”) is expected to occur on May 12, 2026, subject to the satisfaction of customary closing conditions.
A copy
of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is filed herewith for purposes of incorporation by reference into
the Company’s Registration Statement (No. 333-293923).
The above
description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is
attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 8.01
Other Events.
On May 5, 2026, the Company issued a press release
announcing the pricing of the Notes Offering, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits.
Exhibit No.
Description
1.1
Underwriting Agreement, dated May 5, 2026, by and among the Company and Barclays Bank PLC, Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, HSBC Bank plc, BNP PARIBAS, J.P. Morgan Securities plc, Mizuho International plc, Standard Chartered Bank, ING Bank N.V., Belgian Branch and Siebert Williams Shank & Co., LLC, relating to the offer and sale of €600 million aggregate principal amount of the 2029 Notes and €500 million aggregate principal amount of the 2034 Notes.
99.1
Press Release of the Company, dated May 5, 2026, relating to the pricing of the Notes Offering.
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
SIGNATURES
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
Date: May 6, 2026
By:
/s/ Craig A. Lampo
Name:
Craig A. Lampo
Title:
Executive Vice President and Chief Financial Officer
EX-1.1 — EXHIBIT 1.1
EX-1.1
Filename: tm2613386d4_ex1-1.htm · Sequence: 2
Exhibit 1.1
AMPHENOL CORPORATION
€600,000,000 3.375%
Senior Notes due 2029
€500,000,000 3.875%
Senior Notes due 2034
UNDERWRITING AGREEMENT
May 5, 2026
Underwriting Agreement
May 5, 2026
BARCLAYS BANK PLC
CITIGROUP GLOBAL MARKETS LIMITED
Commerzbank Aktiengesellschaft
HSBC BANK PLC
BNP PARIBAS
J.P. Morgan Securities plc
Mizuho International plc
STANDARD CHARTERED BANK
ING BANK N.V., BELGIAN BRANCH
SIEBERT WILLIAMS SHANK &
CO., LLC
c/o Barclays Bank PLC
1 Churchill Place
London E14 5HP
United Kingdom
c/o Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
c/o Commerzbank Aktiengesellschaft
Kaiserstraße 16 (Kaiserplatz)
60311 Frankfurt am Main
Federal Republic of Germany
c/o HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
As Representatives of the several Underwriters
named in Schedule A hereto
Ladies and Gentlemen:
Introduction. Amphenol
Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in
Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such
Schedule A of €600,000,000 aggregate principal amount of the Company’s 3.375% Senior Notes due 2029 (the “2029
Notes”) and €500,000,000 aggregate principal amount of the Company’s 3.875% Senior Notes due 2034 (the “2034
Notes” and, together with the 2029 Notes, the “Notes”). Barclays Bank PLC, Citigroup Global Markets Limited,
Commerzbank Aktiengesellschaft and HSBC Bank plc have agreed to act as representatives of the several Underwriters (in such capacity,
the “Representatives”) in connection with the offering and sale of the Notes.
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The
Notes will be issued pursuant to 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”). Certain terms of the Notes will be established
pursuant to an Officers’ Certificate delivered pursuant to the Base Indenture (together with the Base Indenture, the “Indenture”).
The Company, U.S. Bank Europe DAC, UK Branch, as paying agent (the “Paying Agent”)
and the Trustee will execute and deliver a Paying Agency Agreement (the “Agency Agreement”), to be dated on or prior
to the Closing Date, to appoint the Paying Agent and to appoint the Trustee as registrar and transfer agent with respect to the Notes.
The Notes will be issued in the form of one or more permanent global notes (the “Global Notes”) registered in the name
of a nominee (which may be the Paying Agent) of a common depositary located outside the United States for Clearstream Banking, S.A. (“Clearstream”),
or Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”). The Notes will be issued in denominations
of €100,000 and integral multiples of €1,000 in excess thereof.
The Company has prepared and
filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No.
333-293923), which became effective upon filing with the Commission and contains a base prospectus (the “Base Prospectus”),
to be used in connection with the public offering and sale of debt securities, including the Notes, of the Company under the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”),
and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including
the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including
any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act,
is called the “Registration Statement.” The term “Prospectus” shall mean the final prospectus supplement
relating to the Notes, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) under the Securities Act after
the date and time that this Underwriting Agreement (the “Agreement”) is executed (the “Execution Time”)
by the parties hereto. The term “Preliminary Prospectus” shall mean the preliminary prospectus supplement relating
to the Notes, together with the Base Prospectus, that is first filed with the Commission pursuant to Rule 424(b). Any reference herein
to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents that
are or are deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act prior to 11:50
a.m., New York City time, on May 5, 2026 (the “Initial Sale Time”). All references in this Agreement to the Registration
Statement, the Preliminary Prospectus, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy
thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
All references in this Agreement
to financial statements and schedules and other information which is “contained,” “included” or “stated”
(or other references of like import) in the Registration Statement, the Prospectus or the Preliminary Prospectus shall be deemed to mean
and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in
the Registration Statement, the Prospectus or the Preliminary Prospectus, as the case may be, prior to the Initial Sale Time; and all
references in this Agreement to amendments or supplements to the Registration Statement, the Prospectus or the Preliminary Prospectus
shall be deemed to include any document filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (collectively, the “Exchange Act”), which is or is deemed to be incorporated by reference in the Registration
Statement, the Prospectus or the Preliminary Prospectus, as the case may be, after the Initial Sale Time.
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The Company hereby confirms its agreements with
the Underwriters as follows:
Section
1. Representations and Warranties of the Company
The Company hereby represents,
warrants and covenants to each Underwriter as of the date hereof, as of the Initial Sale Time and as of the Closing Date (in each case,
a “Representation Date”), as follows:
(a)
Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Securities
Act. The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration
Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the
knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional
information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended,
and the rules and regulations promulgated thereunder (the “Trust Indenture Act”).
At the respective times the
Registration Statement and any post-effective amendments thereto became effective and at each Representation Date, the Registration Statement
and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act and the Trust
Indenture Act, and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus and at the Closing Date,
neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted
or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to
statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements
thereto (i) made in reliance upon and in conformity with information furnished to the Company in writing by any of the Underwriters through
the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter
through the Representatives consists of the information described as such in Section 8(b) hereof and (ii) in the case of the Registration
Statement or any post-effective amendment, that part of the Registration Statement which shall constitute the Statement of Eligibility
(Form T-1) under the Trust Indenture Act of the Trustee.
The Preliminary Prospectus
and the Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act, and the
Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at
the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR,
except to the extent permitted by Regulation S-T.
(b)
Disclosure Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus dated
May 5, 2026, (ii) the issuer free writing prospectuses as defined in Rule 433 under the Securities Act, if any, identified in
Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing
to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not contain any untrue statement of
a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package
based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically
for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives
consists of the information described as such in Section 8(b) hereof.
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(c)
Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement,
the Preliminary Prospectus and the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied or will
comply in all material respects with the requirements of the Exchange Act and (ii) when read together with the other information
in the Disclosure Package, at the Initial Sale Time, and when read together with the other information in the Prospectus, at the date
of the Prospectus and at the Closing Date, did not or will not include an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(d)
Company is a Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the time
of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment
was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus),
(iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under
the Securities Act) made any offer relating to the Notes in reliance on the exemption of Rule 163 under the Securities Act, and (iv) as
of the Execution Time, the Company was and is a “well known seasoned issuer” as defined in Rule 405 under the Securities
Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 under the Securities
Act, that automatically became effective not more than three years prior to the Execution Time; the Company has not received from the
Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement
form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form.
(e)
Company is not an Ineligible Issuer. (i) At the time of filing the Registration Statement and (ii) as of the Execution Time
(with such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer
(as defined in Rule 405 under the Securities Act), without taking account of any determination by the Commission pursuant to Rule 405
under the Securities Act that it is not necessary that the Company be considered an Ineligible Issuer.
(f)
Issuer Free Writing Prospectuses. Each “written communication” (as defined in Rule 405 under the Securities
Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including the issuer free writing prospectuses identified
in Annex I hereto as constituting part of the Disclosure Package, and any electronic road show or other written communications
(in each case approved in writing in advance by the Representatives) (each such communication by the Company or its agents and representatives,
an “Issuer Free Writing Prospectus”), as of its issue date and at all subsequent times through the completion of the
offering of Notes under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described
in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information
contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. Any Issuer Free Writing Prospectus, when taken
together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not,
and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the of the circumstances under which they were made, not misleading. If at any time following issuance
of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus
conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus,
the Company has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly
amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The foregoing three
sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written
information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood
and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described
as such in Section 8(b) hereof.
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(g)
Distribution of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the
later of the Closing Date and the completion of the Underwriters’ distribution of the Notes, any offering material in connection
with the offering and sale of the Notes other than the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed
and consented to by the Representatives and included in Annex I hereto or the Registration Statement.
(h)
No Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have
any equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement,
except for such rights as have been duly waived.
(i)
The Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company and, when duly
executed and delivered in accordance with its terms by each of the other parties hereto, will constitute a valid and legally binding agreement
of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general
equitable principles and except that the rights to indemnity and contribution hereunder may be limited by applicable law and public policy.
(j)
Authorization of the Indenture. The Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized,
executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in
accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other
similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
(k)
The Agency Agreement. The Agency Agreement has been duly authorized by the Company and, as of the Closing Date, will have
been duly executed and delivered by the Company and will constitute a valid and binding agreement of the Company, enforceable against
the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
(l)
Authorization of the Notes. The Notes to be purchased by the Underwriters from the Company are in the form contemplated
by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture by the Company and, at
the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and
delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled
to the benefits of the Indenture.
(m)
Description of the Notes and the Indenture. The Notes and the Indenture conform in all material respects to the descriptions
thereof contained in the Disclosure Package and the Prospectus.
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(n)
Accuracy of Statements in Prospectus. The statements in each of the Preliminary Prospectus and the Prospectus under the
captions “Description of the Notes,” “Description of the Senior Debt Securities” and “Material United States
Federal Income Tax Consequences,” in each case insofar as such statements constitute a summary of the legal matters, documents or
proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein.
(o)
No Material Adverse Change. Except as otherwise disclosed in the Disclosure Package, subsequent to the respective dates
as of which information is given in the Disclosure Package, (i) neither the Company nor any of its subsidiaries has sustained any loss
or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, except as would not, individually or in the aggregate, result in a Material
Adverse Change (defined below) and (ii) there has been no material adverse change, or any development that would be expected to result
in a material adverse change, in the financial condition, business, properties, results of operations or prospects, whether or not arising
from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (any such change is
called a “Material Adverse Change”).
(p)
Independent Accountants. Deloitte & Touche LLP, who have expressed their opinion with respect to the Company’s
audited financial statements for the fiscal years ended December 31, 2023, 2024 and 2025 incorporated by reference in the Registration
Statement, the Preliminary Prospectus and the Prospectus, are independent public accountants with respect to the Company as required by
the Securities Act and the Exchange Act and are an independent registered public accounting firm with the Public Company Accounting Oversight
Board.
(q)
Preparation of the Financial Statements. The financial statements together with the related notes thereto incorporated by
reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated
financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows
for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have
been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”)
applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other
financial statements are required to be included in the Registration Statement. The selected financial data and the summary financial
information included in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein
and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the
Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by
reference in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material
respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
(r)
Incorporation and Good Standing of the Company and its Significant Subsidiaries. Each of the Company and its “significant
subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X, the “Significant Subsidiaries”) has been duly incorporated
or formed and is validly existing and is in good standing (to the extent such concept is applicable in the relevant jurisdiction) under
the laws of the jurisdiction of its incorporation or formation and has power and authority to own or lease, as the case may be, and operate
its properties and to conduct its business as described in the Disclosure Package and the Prospectus and, in the case of the Company,
to enter into and perform its obligations under this Agreement. Each of the Company and each Significant Subsidiary is duly qualified
as a foreign corporation or business to transact business and is in good standing (to the extent such concept is applicable in the relevant
jurisdiction) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property
or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually
or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding shares of capital stock of each Significant
Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and, except for shares necessary to qualify
directors or to maintain any minimum number of shareholders required by law, are owned by the Company, directly or through subsidiaries,
free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not have any subsidiary not listed
on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which is required to be so
listed. All Significant Subsidiaries are listed in Annex II hereto.
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(s)
Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as
set forth in the Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances,
if any, pursuant to employee benefit plans described in the Disclosure Package and the Prospectus or upon exercise of outstanding options
described in the Disclosure Package and the Prospectus, as the case may be, and except for repurchases in connection with open market
or repurchase plans described in the Disclosure Package and the Prospectus).
(t)
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Except as otherwise disclosed
in the Disclosure Package and the Prospectus, none of the Company or any of its subsidiaries is (i) in violation or in default (or, with
the giving of notice or lapse of time or both, would be in default) (“Default”) under its articles of incorporation,
charter or by-laws, (ii) in Default under any indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise,
lease or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Significant Subsidiaries is
a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any of its Significant
Subsidiaries is subject (each, an “Existing Instrument”) or (iii) in violation of any statute, law, rule, regulation,
judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having
jurisdiction over the Company or any of its subsidiaries or any of its or their properties, as applicable, except, with respect to clauses
(i) (other than with respect to the Company and the Significant Subsidiaries), (ii) and (iii), for such Defaults or violations as would
not, individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of
this Agreement and consummation of the transactions contemplated hereby, by the Disclosure Package and by the Prospectus (A) have been
duly authorized by all necessary corporate action and will not result in any Default under the articles of incorporation, charter or by-laws
of the Company or any Significant Subsidiary, (B) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering
Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets
of the Company or any of its Significant Subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument,
and (C) will not result in any violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company or
any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having
jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except for such violation as would not, individually
or in the aggregate, result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing
with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance
of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus, except such
as have been obtained or made by the Company and are in full force and effect under the Securities Act, applicable state securities or
blue sky laws and from the Financial Industry Regulatory Authority (the “FINRA”). As used herein, a “Debt
Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or both
would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued
by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or
any of its Significant Subsidiaries.
- 7 -
(u)
No Material Actions or Proceedings. Except as disclosed in the Prospectus and the Disclosure Package, there are no legal
or governmental actions, suits or proceedings pending or, to the Company’s knowledge, threatened (i) against or affecting the Company
or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company
or any of its subsidiaries or (iii) relating to environmental or discrimination matters related to the Company or its subsidiaries, where
any such action, suit or proceeding, if determined adversely, would, individually or in the aggregate, result in a Material Adverse Change
or adversely affect the consummation of the transactions contemplated by this Agreement.
(v)
Labor Matters. No material collective labor dispute with the employees of the Company or any of its Significant Subsidiaries
exists that would, individually or in the aggregate, result in a Material Adverse Change.
(w)
Intellectual Property Rights. Except as would not reasonably be expected to result in a Material Adverse Change or as set
forth in the Disclosure Package and the Prospectus, to the Company’s knowledge, the Company or its subsidiaries own or possess a
valid right to use all patents, trademarks, service marks, trade names, copyrights, patentable inventions, trade secrets, know-how and
other intellectual property (collectively, the “Intellectual Property”) used by the Company or its subsidiaries in
the conduct of the Company’s or its subsidiaries’ business as now conducted or as proposed in the Disclosure Package and the
Prospectus to be conducted. Except as set forth in the Disclosure Package and the Prospectus, to the Company’s knowledge, there
is no infringement by third parties of any of the Company’s Intellectual Property, and there are no legal or governmental actions,
suits, proceedings or claims pending or, to the Company’s knowledge, threatened, against the Company or its subsidiaries (i) challenging
the Company’s or its subsidiaries’ rights in or to any Intellectual Property, (ii) challenging the validity or scope of any
Intellectual Property owned by the Company or its subsidiaries or (iii) alleging that the operation of the Company’s or its subsidiaries’
businesses as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights
of a third party, except where any such action, suit, proceeding or claim would not, individually or in the aggregate, result in a Material
Adverse Change, and the Company is unaware of any facts which would form a reasonable basis for any such claim.
(x)
All Necessary Permits, etc. Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Company and
its subsidiaries possess such valid and current certificates, authorizations, permits, licenses, approvals, consents and other authorizations
(collectively, “Approvals”) issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary
to conduct their respective businesses, except for any such Approvals which, singly or in the aggregate, would result in a Material Adverse
Change, and none of the Company or any of its subsidiaries has received any notice of proceedings relating to the revocation or modification
of, or non-compliance with, any such certificate, authorization, permit, license, approval, consent or other authorization which, singly
or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Change.
(y)
Title to Properties. Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Company and each of
its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred
to in Section 1(q) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests,
mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of
such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary.
The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid
and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made
of such real property, improvements, equipment or personal property by the Company or such subsidiary.
- 8 -
(z)
Tax Law Compliance. The Company and its subsidiaries have filed all federal, state, local and foreign income and franchise
tax returns and have paid all taxes required to be filed or paid through the date hereof by any of them and, if due and payable, any related
or similar assessment, fine or penalty levied against any of them, except (i) for any taxes, assessments, fines or penalties as may be
being contested in good faith and by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance
with GAAP, or (ii) where a default to make such filings or payments would not result in a Material Adverse Change. The Company has made
appropriate provisions in the applicable financial statements referred to in Section 1(q) above in respect of all federal, state, local
and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its subsidiaries
has not been finally determined.
(aa)
Company Not an Investment Company. The Company has been advised of the rules and requirements under the Investment Company
Act of 1940, as amended (the “Investment Company Act”). The Company is not, and after receipt of payment for the Notes
and the application of the proceeds thereof as contemplated under the caption “Use of Proceeds” in the Preliminary Prospectus
and the Prospectus will not be, required to register as an “investment company” within the meaning of the Investment Company
Act.
(bb)
No Price Stabilization or Manipulation. The Company has not taken and will not take, directly or indirectly, any action
designed to or that would be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Notes; provided, however, that no such representation is made with respect to any action
undertaken by the Underwriters.
(cc)
Related Party Transactions. There are no business relationships between or among the Company or any subsidiary, on one hand,
and any director, officer, member or stockholder of the Company or any affiliate of the Company, on the other hand, that is required by
the Securities Act to be described in the Preliminary Prospectus or the Prospectus that have not been described as required.
(dd)
No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries, directors or officers nor,
to the knowledge of the Company, any agent (while acting as such), employee or affiliate of the Company, or any person otherwise acting
on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment
or other unlawful expense relating to political activity, (ii) made or taken an act in furtherance of an offer, promise or authorization
of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned
or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of
the foregoing, or any political party or party official or candidate for political office or (iii) made, offered, agreed, requested or
taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence
payment, kickback or other unlawful or improper payment or benefit. Neither the Company nor any of its subsidiaries has taken any action,
directly or indirectly, that would result in a violation by the Company or any of its subsidiaries of (i) the Foreign Corrupt Practices
Act (“FCPA”), (ii) the U.K. Bribery Act 2010 (the “Bribery Act”), or (iii) any other applicable
anti-bribery or anti-corruption law (including any applicable laws or regulations implementing the OECD Convention on Combating Bribery
or Foreign Public Officials in International Business Transactions), and the Company, its subsidiaries and, to the knowledge of the Company,
its affiliates have conducted their businesses in compliance with such laws and the regulations and have instituted and maintain policies
and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. No part of
the proceeds of the offering will be used, directly or indirectly, in violation of the FCPA, the Bribery Act, or any other applicable
law or regulation relating to or prohibiting bribery or other corrupt conduct.
- 9 -
(ee)
No Conflict with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at
all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related
or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Money
Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge
of the Company, threatened.
(ff)
No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors or officers nor, to the knowledge
of the Company, any agent, employee or affiliate of the Company is an individual, government or entity (“Person”) currently
subject to any sanctions administered or enforced by the United States Government, including, without limitation, the Office of Foreign
Assets Control of the U.S. Treasury Department, or by the United Nations Security Council, the European Union, His Majesty’s Treasury
or other relevant sanctions authority (“Sanctions”); nor is the Company or any of its subsidiaries located, organized
or resident in a country or territory that is the subject of Sanctions (currently, Cuba, Iran, North Korea, Syria (with respect to Syria
only until July 1, 2025), the Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and
the non-government controlled areas of the Kherson and Zaporizhzhia regions of Ukraine); and, except as permitted by an agency or department
of the U.S. government, pursuant to license, regulation, or otherwise, the Company will not directly or indirectly use the proceeds of
the offering of the Notes, or lend, contribute or otherwise make available such proceeds, to any subsidiary, joint venture partner or
other person or entity, (i) to finance the activities of any Person who, at the time of such financing, is subject to any Sanctions, (ii)
to fund any activities of or business with any Person or in any country or territory that is, at the time of such funding, the subject
of comprehensive Sanctions or (iii) in any other manner that will result in a violation by any Person (including any Person participating
in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. To the knowledge of the Company, since April
24, 2019, the Company and its subsidiaries have not engaged in and are not now engaged in any dealings or transactions with (i) any Person
that at the time of the dealing or transaction was or is the subject or the target of Sanctions or (ii) any country or territory that
was or is the subject of Sanctions. None of the representations and warranties given in this clause (ff) shall be made to (i) any Underwriter
incorporated in or organized under the laws of the Federal Republic of Germany to the extent that they would mean a breach of or result
in a violation of or conflict with Section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung), or (ii) any Underwriter
to the extent that they would mean a breach of or result in a violation of or conflict with (1) Council Regulation (EC) No. 2271/1996,
as amended from time to time (the “EU Blocking Regulation”), or any law or regulation implementing the EU Blocking Regulation
in any member state of the European Union or (2) the EU Blocking Regulation as it forms part of domestic law in the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”) or any similar applicable U.S., U.K. or EU anti-boycott
law or regulation, as amended from time to time.
- 10 -
(gg)
Compliance with Environmental Laws. Except as would not, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Change or otherwise disclosed in the Disclosure Package and the Prospectus, (i) neither the Company nor any of its
subsidiaries is in violation of any federal, state, local or foreign law, regulation, order, permit or other requirement relating to pollution
or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface
or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened
releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively,
“Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Materials of Environmental Concern (collectively, “Environmental Laws”),
which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the
operation of the business of the Company or its subsidiaries under applicable Environmental Laws, or noncompliance with the terms and
conditions thereof, nor has the Company or any of its subsidiaries received any written communication, whether from a governmental authority,
citizens group, employee or otherwise, that alleges that the Company or any of its subsidiaries is in violation of any Environmental Law;
(ii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which
the Company has received written notice, and no written notice by any person or entity alleging potential liability for investigatory
costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees
or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental
Concern at any location owned, leased or operated by the Company or any of its subsidiaries, now or in the past (collectively, “Environmental
Claims”), pending or, to the Company’s knowledge, threatened against the Company or any of its subsidiaries or any person
or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually
or by operation of law; and (iii) to the Company’s knowledge, there are no past, present or anticipated future actions, activities,
circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal
of any Material of Environmental Concern, that reasonably could be expected to result in a violation of any Environmental Law, require
expenditures to be incurred pursuant to Environmental Law, or form the basis of a potential Environmental Claim against the Company or
any of its subsidiaries or against any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries
has retained or assumed either contractually or by operation of law. Except as otherwise disclosed in the Disclosure Package and the Prospectus,
neither the Company nor any of its subsidiaries is subject to any pending or, to the knowledge of the Company, threatened proceeding under
Environmental Law to which a governmental authority is a party and which is reasonably expected to result in monetary sanctions of $5,000,000
or more.
(hh)
Sarbanes-Oxley Compliance. There is and has been no failure in any material respect on the part of the Company and any of
the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002
and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402
related to loans and Sections 302 and 906 related to certifications.
(ii)
Company’s Accounting System. The Company and its subsidiaries maintain effective internal control over financial reporting,
as such term is defined in Rule 13a-15(f) under the Exchange Act.
(jj)
Internal Controls and Procedures. Each of the Company and its subsidiaries maintains a system of internal accounting controls
sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific
authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP
and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific
authorization; (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences; and (E) the interactive data in eXtensible Business Reporting Language included or incorporated
by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all
material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.
- 11 -
(kk)
No Material Weakness in Internal Controls. Except as disclosed in the Disclosure Package and the Prospectus or in any document
incorporated by reference therein, since the end of the Company’s most recent audited fiscal year, there has been (i) no material
weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s
internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.
(ll)
ERISA. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change,
or as otherwise disclosed in the Disclosure Package and the Prospectus (i) each “employee benefit plan” (within the meaning
of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations
thereunder (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as
any organization that is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code
of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”)) would have liability
(each a “Plan”) is in compliance in all respects with all presently applicable statutes, rules and regulations, including
ERISA and the Code; (ii) with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (as defined in Section
4043(c) of ERISA) has occurred for which the Company or any member of its Controlled Group would have any liability, other than those
events as to which the 30-day notice period has been waived; and (B) since September 1, 2012, neither the Company nor any member of its
Controlled Group has incurred or reasonably expects to incur liability under Title IV of ERISA (other than for contributions to the Plan
or premiums payable to the Pension Benefit Guaranty Corporation (the “PBGC”), in each case in the ordinary course and
without default); (iii) no Plan which is subject to Section 412 of the Code or Section 302 of ERISA has failed, or reasonably expects
to fail, to satisfy the minimum funding standard within the meaning of such sections of the Code or ERISA; (iv) each Plan that is intended
to be qualified under Section 401(a) of the Code is so qualified and, since September 1, 2012, nothing has occurred, whether by action
or by failure to act, which would reasonably be expected to cause the loss of such qualification; (v) there has been no filing of a notice
of intent to terminate, treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA or commencement of proceedings
by the PBGC to terminate a Plan; (vi) since September 1, 2012, no event or condition which constitutes grounds under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any Plan exists; (vii) no Plan is considered an “at-risk”
plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305
of ERISA; and (viii) there has been no incurrence by the Company or any member of its Controlled Group of any liability with respect to
a complete or partial withdrawal from a Plan.
(mm)
Cyber Security; Data Protection. Except as would not reasonably be expected to result in a Material Adverse Change or as
set forth in the Disclosure Package and the Prospectus, (i) the Company’s and its subsidiaries’ information technology assets
and equipment, computers, systems, networks, hardware, software, websites, applications and databases (collectively, “IT Systems”)
operate and perform as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted,
and to the Company’s knowledge, are free and clear of all bugs, errors, defects, malware and other corruptants; (ii) the Company
and its subsidiaries maintain commercially reasonable controls, policies, procedures and safeguards to protect their confidential information
and the integrity, continuous operation, redundancy and security of all IT Systems and all personal, personally identifiable, sensitive,
confidential or regulated data (“Personal Data”) processed and stored therein, and to the Company’s knowledge,
since January 1, 2017, there have been no breaches, outages, compromises or unauthorized uses of or accesses to same, except for those
that have been remedied without material cost or liability or the duty to notify any person; and (iii) the Company and its subsidiaries
are in compliance with all applicable laws or statutes, all applicable judgments, orders, rules and regulations of any court or arbitrator
or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems
and Personal Data and to the protection of such IT Systems and Personal Data.
Any certificate signed by
an officer of the Company and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation
and warranty by the Company to each Underwriter as to the matters set forth therein.
- 12 -
Section
2. Purchase, Sale and Delivery of the Notes.
(a)
The Notes. The Company agrees to issue and sell to the several Underwriters, severally and not jointly, all of the Notes
upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but
subject to the conditions herein set forth, each Underwriter agrees, severally and not jointly, to purchase from the Company the respective
principal amount of Notes set forth opposite such Underwriter’s name on Schedule A at a purchase price of (i) 99.683% of
the principal amount thereof, in the case of the 2029 Notes, plus accrued interest, if any, from May 12, 2026 to the Closing Date and
(ii) 99.523% of the principal amount thereof, in the case of the 2034 Notes, plus accrued interest, if any, from May 12, 2026 to the Closing
Date, in each case payable on the Closing Date.
(b)
The Closing Date. The closing of the purchase and sale of the Notes shall take place at the offices of Simpson Thacher &
Bartlett LLP, 425 Lexington Avenue, New York, New York 10017 (or such other place as may be agreed to by the Company and the Representatives)
at 4:00 a.m., New York City time, on May 12, 2026 or such other time and date as the Underwriters and the Company shall mutually agree
(the time and date of such closing are called the “Closing Date”). Delivery and payment for the Notes shall be made
as specified in section 2(e) hereof.
(c)
Public Offering of the Notes. The Representatives hereby advise the Company that the Underwriters intend to offer for sale
to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Notes as soon after the Execution
Time as the Representatives, in their sole judgment, have determined is advisable and practicable.
(d)
Payment for the Notes. Payment for the Notes shall be made at the Closing Date by wire transfer of immediately available
funds to the order of the Company.
It is understood that the
Representatives have been authorized, for their own accounts and for the accounts of the several Underwriters, to accept delivery of and
receipt for, and make payment of the purchase price for, the Notes that the Underwriters have agreed to purchase. The Representatives
may (but shall not be obligated to) make payment for any Notes to be purchased by any Underwriter whose funds shall not have been received
by the Representatives by the Closing Date for the account of such Underwriter, but any such payment shall not relieve such Underwriter
from any of its obligations under this Agreement.
(e)
Delivery of the Notes. The Notes to be purchased by each Underwriter hereunder will be represented by one or more definitive
Global Notes that will be deposited by or on behalf of the Company with Clearstream or Euroclear or its designated custodian. The Company
shall deliver, or cause to be delivered, the Notes at the Closing Date, against the irrevocable release of a wire transfer of immediately
available funds for the amount of the purchase price therefor to an account specified by the Company to the Representatives, by causing
Clearstream or Euroclear to credit the Notes to the Representatives for the accounts of the several Underwriters as the Representatives
shall have requested at least two full business days prior to the Closing Date. Copies of the certificates for the Global Notes shall
be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Representatives
may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to
the obligations of the Underwriters.
- 13 -
(f)
Commissionaire Account. Citigroup Global Markets Limited or such other Underwriter as the Underwriters may agree to settle
the Notes (the “Settlement Bank”) acknowledges that the Notes will initially be credited to an account (the “Commissionaire
Account”) for the benefit of the Settlement Bank the terms of which include a third-party beneficiary clause (stipulation
pour autrui) with the Company as the third-party beneficiary and provide that such Notes are to be delivered to others only against
payment of the purchase price for the Notes into the Commissionaire Account on a delivery against payment basis. The Settlement Bank acknowledges
that (i) the Notes shall be held to the order of the Company as set out above and (ii) the purchase price for the Notes received in the
Commissionaire Account will be held on behalf of the Company until such time as the Notes are transferred to the Company’s order.
The Settlement Bank undertakes to transfer the purchase price for the Notes to the Company’s order promptly following receipt of
such monies in the Commissionaire Account. The Company acknowledges and accepts the benefit of the third-party beneficiary clause (stipulation
pour autrui) pursuant to the Belgian/Luxembourg Civil Code in respect of the Commissionaire Account.
Section
3. Covenants of the Company.
The Company covenants and
agrees with each Underwriter as follows:
(a)
Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the
requirements of Rule 430B under the Securities Act, and will promptly notify the Representatives, and confirm the notice in writing,
of (i) the effectiveness during the Prospectus Delivery Period (as defined below) of any post-effective amendment to the Registration
Statement or the filing of any supplement or amendment to the Preliminary Prospectus or the Prospectus, (ii) the receipt of any
comments from the Commission during the Prospectus Delivery Period, (iii) any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or for additional information and
(iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order
preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Notes
for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company
will promptly effect the filings necessary pursuant to Rule 424 under the Securities Act and will take such steps as it deems necessary
to ascertain promptly whether the Preliminary Prospectus and the Prospectus transmitted for filing under Rule 424 under the Securities
Act was received for filing by the Commission and, in the event that it was not, it will promptly file such document. The Company will
use its reasonable best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof
at the earliest possible moment.
(b)
Filing of Amendments. During such period beginning on the date of this Agreement and ending on the later of the Closing
Date or such date as, in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection
with sales of the Notes by an Underwriter or dealer, including in circumstances where such requirement may be satisfied pursuant to Rule
172 under the Securities Act (the “Prospectus Delivery Period”), the Company will give the Representatives notice of
its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b) of the Securities
Act), or any amendment, supplement or revision to the Disclosure Package or the Prospectus, whether pursuant to the Securities Act, the
Exchange Act or otherwise, will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such
proposed filing or use, as the case may be, and (prior to the Closing Date) will not file or use any such document to which the Representatives
or counsel for the Underwriters shall reasonably object.
- 14 -
(c)
Delivery of Registration Statements. The Company has furnished or will deliver to the Representatives and counsel for the
Underwriters, without charge, signed copies of the Registration Statement as originally filed and of each amendment thereto (including
exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein)
and signed copies of all consents and certificates of experts, and will also deliver to the Representatives, without charge, a conformed
copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriters.
The Registration Statement and each amendment thereto furnished to the Underwriters will be identical to any electronically transmitted
copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(d)
Delivery of Prospectuses. The Company will deliver to each Underwriter, without charge, as many copies of the Preliminary
Prospectus as such Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted
by the Securities Act. The Company will furnish to each Underwriter, without charge, during the Prospectus Delivery Period, such number
of copies of the Prospectus as such Underwriter may reasonably request. The Preliminary Prospectus and the Prospectus and any amendments
or supplements thereto furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(e)
Continued Compliance with Securities Laws. The Company will comply with the Securities Act and the Exchange Act so as to
permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Registration Statement, the Disclosure
Package and the Prospectus. If at any time during the Prospectus Delivery Period, any event shall occur or condition shall exist as a
result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement
in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Disclosure Package or the
Prospectus in order that the Disclosure Package or the Prospectus, as the case may be, will not include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at
the Initial Sale Time or at the time it is delivered or conveyed to a purchaser, not misleading, or if it shall be necessary, in the opinion
of either such counsel, at any such time to amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus
in order to comply with the requirements of any law, the Company will (i) notify the Representatives of any such event, development
or condition and (ii) promptly prepare and file with the Commission, subject to Section 3(b) hereof, such amendment or supplement
as may be necessary to correct such statement or omission or to make the Registration Statement, the Disclosure Package or the Prospectus
comply with such law, and the Company will furnish to the Underwriters, without charge, such number of copies of such amendment or supplement
as the Underwriters may reasonably request.
(f)
Blue Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or
register the Notes for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions
reasonably designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions
in effect so long as required for the distribution of the Notes, except that, the Company shall not be required to qualify to transact
business or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently
qualified or where it would be subject to taxation as a foreign business. The Company will advise the Representatives promptly of the
suspension of the qualification or registration of (or any such exemption relating to) the Notes for offering, sale or trading in any
jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending
such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest
possible moment.
- 15 -
(g)
Use of Proceeds. The Company shall apply the net proceeds from the sale of the Notes sold by it in the manner described
under the caption “Use of Proceeds” in the Preliminary Prospectus and the Prospectus.
(h)
Clearstream and Euroclear. The Company will cooperate with the Underwriters and use its best efforts to permit the Notes
to be eligible for clearance and settlement through the facilities of Clearstream and Euroclear.
(i)
Periodic Reporting Obligations. During the Prospectus Delivery Period, the Company shall file, on a timely basis, with the
Commission and the New York Stock Exchange LLC (the “Exchange”) all reports and documents required to be filed therewith
under the Exchange Act.
(j)
Listing. The Company shall (i) use their reasonable best efforts to cause the Notes, subject to notice of issuance, to be
admitted to trading on the Exchange; (ii) deliver to the Exchange copies of the Disclosure Package, the Prospectus and such other documents,
information and undertakings as may be required in connection with obtaining such listing; and (iii) use commercially reasonable
efforts to maintain such listing for as long as any of the Notes are outstanding. If the Notes cease to be listed on the Exchange, the
Company shall use its commercially reasonable efforts to promptly list such Notes on another recognized stock exchange.
(k)
Agreement Not to Offer or Sell Additional Securities. During the period commencing on the date hereof and ending on the
Closing Date, the Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole
discretion of the Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish
an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer,
or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company
substantially similar to the Notes or securities exchangeable for or convertible into debt securities substantially similar to the Notes
(other than as contemplated by this Agreement with respect to the Notes).
(l)
Final Term Sheet. The Company will prepare a final term sheet containing only a description of the Notes, in a form approved
by the Underwriters and attached as Exhibit A hereto, and will file such term sheet pursuant to Rule 433(d) under the Securities
Act within the time required by such rule (such term sheet, the “Final Term Sheet”). Any such Final Term Sheet is an
Issuer Free Writing Prospectus for purposes of this Agreement.
(m)
Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the
prior written consent of the Representatives, it will not make, any offer relating to the Notes that would constitute an Issuer Free Writing
Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities
Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act;
provided that the prior written consent of the Representatives shall be deemed to have been given in respect of any Issuer Free Writing
Prospectuses included in Annex I hereto. Any such free writing prospectus consented to or deemed to be consented to by the Representatives
is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated
and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied
and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any Permitted
Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. The Company consents
to the use by any Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined
in Rule 433 under the Securities Act, and (b) contains only (i) information describing the preliminary terms of the Notes
or their offering, (ii) information permitted by Rule 134 under the Securities Act or (iii) information that describes the final
terms of the Notes or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 3(k).
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(n)
Notice of Inability to Use Automatic Shelf Registration Statement Form. If at any time during the Prospectus Delivery Period,
the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Securities Act or otherwise ceases to be eligible
to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly
file a new registration statement or post-effective amendment on the proper form relating to the Notes, in a form satisfactory to the
Representatives, (iii) use its best efforts to cause such registration statement of post-effective amendment to be declared effective
and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate
to permit the public offering and sale of the Notes to continue as contemplated in the registration statement that was the subject of
the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement
shall include such new registration statement or post-effective amendment, as the case may be.
(o)
Filing Fees. The Company agrees to pay the required Commission filing fees relating to the Notes within the time required
by and in accordance with Rule 456(b)(1) and 457(r) under the Securities Act.
(p)
Compliance with Sarbanes-Oxley Act. The Company will comply with all applicable securities and other laws, rules and regulations,
including, without limitation, the Sarbanes-Oxley Act, and use its reasonable best efforts to cause the Company’s directors and
officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions
of the Sarbanes-Oxley Act.
(q)
No Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in,
or that has constituted or might reasonably be expected to constitute, under the Exchange Act or otherwise, the stabilization or manipulation
of the price of any securities of the Company to facilitate the sale or resale of the Notes.
(r)
Stabilization Safe Harbor. The Company will not take any action or omit to take any action (such as issuing any press release
related to any Notes without an appropriate legend) which may result in the loss by the Underwriters of the ability to rely on any stabilization
safe harbor under Regulation (EU) No 596/2014, including as it forms part of the domestic law of the United Kingdom by virtue of the EUWA
or provided by the U.K. Financial Conduct Authority under its price stabilising rules, as applicable.
The Representatives, on behalf
of the several Underwriters, may, in their sole discretion, waive in writing the performance by the Company of any one or more of the
foregoing covenants or extend the time for their performance.
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Section
4. Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance
of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses
incident to the issuance and delivery of the Notes (including all printing and engraving costs), (ii) all necessary issue, transfer and
other stamp taxes in connection with the issuance and sale of the Notes, (iii) all fees and expenses of the Company’s counsel, independent
public or certified public accountants and other advisors to the Company, (iv) all costs and expenses incurred in connection with the
preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules,
consents and certificates of experts), each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, and all amendments
and supplements thereto, and this Agreement, the Indenture, the DTC Agreement, the Agency Agreement and the Notes, (v) all filing fees,
reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering
(or obtaining exemptions from the qualification or registration of) all or any part of the Notes for offer and sale under the state securities
or blue sky laws, and, if requested by the Representatives, preparing a “Blue Sky Survey” or memorandum, and any supplements
thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the filing fees incident to, and the reasonable
fees and disbursements of counsel to the Underwriters in connection with, the review, if any, by the FINRA of the terms of the sale of
the Notes, (vii) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection
with the Indenture and the Notes, (viii) any fees payable in connection with the rating of the Notes with the ratings agencies, (ix) all
fees and expenses (including reasonable fees and expenses of counsel) of the Company in connection with approval of the Notes by Clearstream
or Euroclear for “book-entry” transfer, (x) the costs of admitting the Notes to the Exchange and to trading on the Exchange
and any expenses incidental thereto, (xi) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement
and (xii) all other fees, costs and expenses incurred in connection with the performance of its obligations hereunder for which provision
is not otherwise made in this Section 4. Except as provided in clauses (v) and (vi) of this Section 4 and Sections 6, 8 and 9 hereof,
the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel. Each Underwriter agrees to pay the
portion of such expenses represented by such Underwriter’s pro rata share (based on the proportion that the principal amount of
Notes set forth opposite each Underwriter’s name in Schedule A bears to the aggregate principal amount of Notes set forth opposite
the names of all Underwriters) of the Notes.
Section
5. Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for
the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of
the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing Date as though then
made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional
conditions:
(a)
Effectiveness of Registration Statement. The Registration Statement shall have become effective under the Securities Act
and no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings
for that purpose shall have been instituted or be pending or threatened by the Commission, any request on the part of the Commission for
additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters and the Company shall
not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic
shelf registration statement form. The Preliminary Prospectus and the Prospectus shall have been filed with the Commission in accordance
with Rule 424(b) under the Securities Act (or any required post-effective amendment providing such information shall have been filed
and declared effective in accordance with the requirements of Rule 430A under the Securities Act).
(b)
Accountants’ Comfort Letter. On the date hereof, the Underwriters shall have received from Deloitte & Touche LLP,
independent registered public accountants for the Company, a letter dated the date hereof addressed to the Underwriters, in form and substance
satisfactory to the Representatives with respect to the audited and unaudited financial statements and certain financial information contained
in the Registration Statement, the Preliminary Prospectus and the Prospectus.
(c)
Bring-down Comfort Letter. On the Closing Date, the Underwriters shall have received from Deloitte & Touche LLP, independent
registered public accountants for the Company, a letter dated such date, in form and substance satisfactory to the Representatives, to
the effect that they reaffirm the statements made in the letter furnished by them pursuant to subsection (b) of this Section 5, except
that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the
Closing Date.
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(d)
No Objection. If the Registration Statement and/or the offering of the Notes has been filed with the FINRA for review, the
FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.
(e)
No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior
to the Closing Date:
(i) in the reasonable
judgment of the Representatives there shall not have occurred any Material Adverse Change;
(ii) there shall
not have been any change or decrease specified in the letter or letters referred to in paragraph (b) of this Section 5 which is, in the
sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or
delivery of the Notes as contemplated by the Prospectus; and
(iii) there shall
not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for
a possible change that does not indicate the direction of the possible change, in the rating accorded any securities issued or guaranteed
by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined
under Section 3(a)(62) of the Exchange Act.
(f)
Opinion of Counsel for the Company. On the Closing Date, the Underwriters shall have received the favorable opinions of
(i) Latham & Watkins LLP, counsel for the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to
the Representatives and (ii) Lance D’Amico, Esq., General Counsel of the Company, dated as of the Closing Date, in form and substance
reasonably satisfactory to the Representatives.
(g)
Opinion of Counsel for the Underwriters. On the Closing Date, the Underwriters shall have received the favorable opinion
of Simpson Thacher & Bartlett LLP, counsel for the Underwriters, dated as of the Closing Date, with respect to such matters as may
be reasonably requested by the Underwriters.
(h)
Officers’ Certificate. On the Closing Date, the Representatives shall have received a written certificate executed
by the Chairman of the Board of Directors of the Company, the Chief Executive Officer or a Senior Vice President of the Company and the
Chief Financial Officer, Chief Accounting Officer or Treasurer of the Company, dated as of the Closing Date, to the effect that:
(i) the Company
has received no stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose have been instituted
or threatened by the Commission;
(ii) the Company
has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic
shelf registration statement form;
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(iii) the representations,
warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same force and effect as
though expressly made on and as of the Closing Date;
(iv) the Company
has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at
or prior to the Closing Date;
(v) subsequent to
the earlier of (A) the Initial Sale Time and (B) the execution and delivery of this Agreement, (1) no downgrading has occurred in the
rating accorded the Notes or any other securities issued or guaranteed by the Company or any of its subsidiaries by any “nationally
recognized statistical rating organization”, as such term is defined in Section 3(a)(62) of the Exchange Act and (2) no such organization
has publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Notes or
of any other securities issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications
of a possible upgrading); and
(vi) subsequent
to the execution and delivery of this Agreement, there has been no Material Adverse Change in the condition (financial or otherwise),
business or results of operations of the Company and its subsidiaries, taken as a whole, except as set forth in or contemplated in the
Disclosure Package and the Prospectus (exclusive of any supplement thereto).
(i)
FinCEN Certification. The Company shall have delivered to the Representatives, on or prior to the date of execution of this
Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers (the “FinCEN
Certification”), together with copies of identifying documentation, and the Company undertakes to provide such additional supporting
documentation as the Representatives may reasonably request in connection with the verification of the FinCEN Certification.
(j)
No Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been
enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent
the issuance or sale of the Notes; and no injunction or order of any federal, state or foreign court shall have been issued that would,
as of the Closing Date, prevent the issuance or sale of the Notes.
(k) Chief
Financial Officer’s Certificate. On the date hereof and on the Closing Date, the Representatives shall have received a written
certificate executed by the Executive Vice President and Chief Financial Officer of the Company, covering certain financial information
of the Connectivity and Cable Solutions business contained in the Pricing Disclosure Package and in the Prospectus, dated as of the date
hereof and as of the Closing Date, in form reasonably satisfactory to the Representatives.
(l) Additional
Documents. On or before the Closing Date, the Representatives and counsel for the Underwriters shall have received such information,
documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Notes
as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any
of the conditions or agreements, herein contained.
If any condition specified
in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice
to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any
other party, except that Sections 4, 6, 8, 9 and 17 shall at all times be effective and shall survive such termination.
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Section
6. Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representatives pursuant to Section
5 or 11, or if the sale to the Underwriters of the Notes on the Closing Date is not consummated because of any refusal, inability or failure
on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the
Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally,
upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representatives and the Underwriters in connection
with the proposed purchase and the offering and sale of the Notes, including but not limited to fees and disbursements of counsel, printing
expenses, travel expenses, postage, facsimile and telephone charges.
Section
7. Effectiveness of this Agreement. This Agreement shall not become effective until the execution of this Agreement by the
parties hereto.
Section
8. Indemnification.
(a) Indemnification of
the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees
and agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against
any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee,
agent or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or
regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written
consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below)
arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement,
or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained
in any Issuer Free Writing Prospectus, the Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto), the omission
or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent
and controlling person for any and all expenses (including the (subject to Section 8(c) hereof) reasonable fees and disbursements of counsel
chosen by the Representatives) as such expenses are reasonably incurred by such Underwriter or such affiliate, director, officer, employee,
agent or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage,
liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage,
liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement
or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter
through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus
or the Prospectus (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition
to any liabilities that the Company may otherwise have.
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(b) Indemnification of
the Company and its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the
Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which
the Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other
federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement
is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect
thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required
to be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue statement
of a material fact contained in any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or
supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free
Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity
with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein; and to reimburse
the Company or any such director, officer or controlling person for any legal and other expense reasonably incurred by the Company or
any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such
loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company
by any Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, the
Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third and seventh
paragraphs under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set
forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.
(c) Notifications and Other
Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify
the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it
from any liability which it may have to any indemnified party for contribution or otherwise than under the indemnity agreement contained
in this Section 8 or to the extent it is not prejudiced as a proximate result of such failure. In case any such action is brought against
any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party
will be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified,
by written notice delivered to the indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified
party; provided, however, such indemnified party shall have the right to employ its own counsel in any such action and to participate
in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party, unless: (i) the employment
of such counsel has been specifically authorized in writing by the indemnifying party; (ii) the indemnifying party has failed promptly
to assume the defense and employ counsel reasonably satisfactory to the indemnified party; or (iii) the named parties to any such action
(including any impleaded parties) include both such indemnified party and the indemnifying party or any affiliate of the indemnifying
party, and such indemnified party shall have reasonably concluded that either (x) there may be one or more legal defenses available to
it which are different from or additional to those available to the indemnifying party or such affiliate of the indemnifying party or
(y) a conflict may exist between such indemnified party and the indemnifying party or such affiliate of the indemnifying party (it being
understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar
or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses
of more than one separate firm of attorneys (in addition to a single firm of local counsel) for all such indemnified parties, which firm
shall be designated in writing by the Representatives and that all such reasonable fees and expenses shall be reimbursed as they are incurred).
Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume
the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified
party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense
thereof unless the indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence,
in which case the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party.
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(d) Settlements. The
indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written consent,
but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified
party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending
or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or
could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional
release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii)
does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.
Section
9. Contribution. If the indemnification provided for in Section 8 is for any reason held to be unavailable to or otherwise
insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein,
then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result
of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company, on the one hand, and the Underwriters, on the other hand, from the offering of the Notes pursuant to
this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand,
and the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the
one hand, and the Underwriters, on the other hand, in connection with the offering of the Notes pursuant to this Agreement shall be deemed
to be in the same respective proportions as the total net proceeds from the offering of the Notes pursuant to this Agreement (before deducting
expenses) received by the Company, and the total underwriting discount received by the Underwriters, in each case as set forth on the
front cover page of the Prospectus bear to the aggregate initial public offering price of the Notes as set forth on such cover. The relative
fault of the Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company, on the one hand, or the Underwriters, on the other hand, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.
The amount paid or payable
by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject
to the limitations set forth in Section 8(c), any reasonable legal or other fees or expenses reasonably incurred by such party in connection
with investigating or defending any action or claim.
The Company and the Underwriters
agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even
if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in this Section 9.
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Notwithstanding the provisions
of this Section 9, no Underwriter shall be required to contribute any amount in excess of the underwriting commissions received by such
Underwriter in connection with the Notes underwritten by it and distributed to the public. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 9 are several, and not joint,
in proportion to their respective underwriting commitments as set forth opposite their names in Schedule A. For purposes of this
Section 9, each affiliate, director, officer, employee and agent of an Underwriter and each person, if any, who controls an Underwriter
within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as such Underwriter, and each
director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the
Company with the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Company.
Section
10. Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters
shall fail or refuse to purchase Notes that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount
of Notes, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate
principal amount of the Notes to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportion to
the aggregate principal amounts of such Notes set forth opposite their respective names on Schedule A bears to the aggregate principal
amount of such Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified
by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Notes which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall
fail or refuse to purchase such Notes and the aggregate principal amount of such Notes with respect to which such default occurs exceeds
10% of the aggregate principal amount of Notes to be purchased on such date, and arrangements satisfactory to the Representatives and
the Company for the purchase of such Notes are not made within 48 hours after such default, this Agreement shall terminate without liability
of any party to any other party except that the provisions of Sections 4, 6, 8, 9 and 17 shall at all times be effective and shall survive
such termination. In any such case, either the Representatives or the Company shall have the right to postpone the Closing Date, but in
no event for longer than seven days in order that the required changes, if any, to the Registration Statement, any Issuer Free Writing
Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected.
As used in this Agreement,
the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10.
Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter
under this Agreement.
Section
11. Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by
notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended
or limited by the Commission or the Exchange, or trading in securities generally on the Exchange shall have been suspended or limited,
or minimum or maximum prices shall have been generally established on the Exchange by the Commission or the FINRA; (ii) a general banking
moratorium shall have been declared by any of federal, New York, United Kingdom or European Union authorities; (iii) there shall have
occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United States, United
Kingdom or European Union, or any change in the United States, United Kingdom, European Union or international financial, political or
economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market
the Notes in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of
securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) there shall have
occurred a material disruption in commercial banking or securities settlement or clearance services. Any termination pursuant to this
Section 11 shall be without liability of any party to any other party except as provided in Sections 4 and 6 hereof, and provided
further that Sections 4, 6, 8, 9 and 17 shall survive such termination and remain in full force and effect.
- 24 -
Section
12. No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to
this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an
arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the
Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated
by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each
Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliates,
stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary
responsibility in favor of the Company or its affiliates, stockholders, creditors or employees or any other party with respect to any
of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently
advising the Company or its affiliates, stockholders, creditors or employees or any other party on other matters) and no Underwriter has
any obligation to the Company or its affiliates, stockholders, creditors or employees or any other party with respect to the offering
contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective
affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or its affiliates,
stockholders, creditors or employees or any other party and that the several Underwriters have no obligation to disclose any of such interests
by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory
or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and
tax advisors to the extent it deemed appropriate.
This Agreement supersedes
all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the
subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may
have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.
Section
13. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties
and other statements of the Company, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement (i)
will remain operative and in full force and effect, regardless of any (A) investigation, or statement as to the results thereof, made
by or on behalf of any Underwriter, the officers or employees of any Underwriter, or any person controlling the Underwriter, the Company,
the officers or employees of the Company or any person controlling the Company, as the case may be, or (B) acceptance of the Notes and
payment for them hereunder and (ii) will survive delivery of and payment for the Notes sold hereunder and any termination of this Agreement.
- 25 -
Section
14. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered, telecopied or emailed
and confirmed to the parties hereto as follows:
If to the Representatives:
Barclays Bank PLC
1 Churchill Place
London E14 5HP
United Kingdom
Tel: +44 (0) 20
7773 9098
Email: LeadManagedBondNotices@barclayscorp.com
Attention: Debt
Syndicate
Citigroup Global
Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Tel: +44 (0) 20
7986 9000
Attention: Syndicate
Desk
Commerzbank Aktiengesellschaft
Kaiserstraße 16
(Kaiserplatz)
60311 Frankfurt am Main
Federal Republic of
Germany
Attention: Group Legal
Debt Securities
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Attention: Transaction
Management
with a copy to:
Simpson Thacher &
Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Email: rfreardon@stblaw.com
Attention: Roxane Reardon, Esq.
If to the Company:
Amphenol Corporation
358 Hall Avenue
Wallingford, Connecticut 06492
Email: ldamico@amphenol.com
Attention: Lance D’Amico, Esq.
with a copy to:
Latham & Watkins LLP
200 Clarendon Street
Boston, Massachusetts 02116
Email: Wesley.Holmes@lw.com; Charles.Cassidy@lw.com
Attention: Wesley Holmes, Esq.; R. Charles Cassidy III, Esq.
Any party hereto may change
the address for receipt of communications by giving written notice to the others.
- 26 -
Section
15. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute
Underwriters pursuant to Section 10 hereof, and to the benefit of the affiliates, directors, officers, employees, agents and controlling
persons referred to in Sections 8 and 9, and in each case their respective successors, and no other person will have any right or obligation
hereunder. The term “successors” shall not include any purchaser of the Notes as such from any of the Underwriters merely
by reason of such purchase.
Section
16. Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement
shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision
of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and
only such minor changes) as are necessary to make it valid and enforceable.
Section
17. Governing Law Provisions. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE.
Section
18. General Provisions. This Agreement may be executed in two or more counterparts, each one of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature
page to this Agreement, by any standard form of telecommunication (including any electronic signature complying with the New York Electronic
Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) shall be deemed
to have been duly and validly delivered and be valid and effective for all purposes. This Agreement may not be amended or modified unless
in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party
whom the condition is meant to benefit. The Section headings herein are for the convenience of the parties only and shall not affect the
construction or interpretation of this Agreement.
Section
19. Recognition of the U.S. Special Resolution Regimes. In the event that any Underwriter that is a Covered Entity becomes
subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest
and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special
Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of
the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject
to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter
are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime
if this Agreement were governed by the laws of the United States or a state of the United States.
For purposes of this Section
19:
“BHC Act Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
- 27 -
“Covered Entity”
means any of the following:
(i) a “covered entity”
as that term is defined in, and interpreted in accordance with, C.F.R. § 252.82(b);
(ii) a “covered bank”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered FSI”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as
applicable.
“U.S. Special Resolution
Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of
the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
Each of the parties hereto
acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions
hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9, and is
fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Sections 8 and 9 hereto
fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to
assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package and the Prospectus (and any amendments
and supplements thereto), as required by the Securities Act and the Exchange Act.
Section
20. Contractual Recognition of Bail-In:
(A) UK Bail-In. Notwithstanding
and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the parties hereto,
the Company acknowledges and accepts that a UK Bail-in Liability arising under this Agreement may be subject to the exercise of UK Bail-in
Powers by the relevant UK resolution authority, and acknowledges, accepts, and agrees to be bound by:
(a) the effect of
the exercise of UK Bail-in Powers by the relevant UK resolution authority in relation to any UK Bail-in Liability of any of the Underwriters
to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:
(i) the
reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon;
(ii) the
conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other obligations of an Underwriter or another
person, and the issue to or conferral on the other parties of such shares, securities or obligations;
(iii) the
cancellation of the UK Bail-in Liability; or
(iv) the
amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by
suspending payment for a temporary period; and
(b) the
variation of the terms of this Agreement, as deemed necessary by the relevant UK resolution authority, to give effect to the exercise
of UK Bail-in Powers by the relevant UK resolution authority.
- 28 -
For the purpose of this subsection,
(1) “UK Bail-in Legislation” means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise
than through liquidation, administration or other insolvency proceedings); (2) “UK Bail-in Powers” means the powers under
the UK Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a
bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under
which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other
person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it to suspend any obligation
in respect of that liability; and (3) “UK Bail-in Liability” means a liability in respect of which the UK Bail-in Powers may
be exercised.
(B) EU Bail-In. Notwithstanding
and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the parties hereto,
the Company acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers
by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by:
(a) the effect of
the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any of the Underwriters to the
Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:
(i) the
reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
(ii) the
conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of an Underwriter or another
person, and the issue to or conferral on the other parties of such shares, securities or obligations;
(iii) the
cancellation of the BRRD Liability; or
(iv) the
amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by
suspending payment for a temporary period; and
(b) the variation
of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers
by the Relevant Resolution Authority.
For
the purposes of this subsection, (1) “Bail-in Legislation” means in relation to a member state of the European Economic Area
which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described
in the EU Bail-in Legislation Schedule from time to time; (2) “Bail-in Powers” means any Write-down and Conversion Powers
as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation; (3) “BRRD” means Directive
2014/59/EU, as amended, including Directive (EU) 2019/879 establishing a framework for the recovery and resolution of credit institutions
and investment firms; (4) “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published
by the Loan Market Association (or any successor person) from time to time at https://www.lma.eu.com/documents-guidelines/eu-bail-legislation-schedule;
(5) “BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable
Bail-in Legislation may be exercised; and (6) “Relevant Resolution Authority” means the resolution authority with the ability
to exercise any Bail-in Powers in relation to the relevant Underwriter.
- 29 -
Section
21. Co-Manufacturer Agreement.
(a) Solely for the purposes
of the requirements of Article 9(8) of the MIFID II Product Governance rules under EU Delegated Directive 2017/593 (the “Product
Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules:
(i)
Commerzbank Aktiengesellschaft (the “Manufacturer”) understands the responsibilities conferred upon it under
the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels
as applying to the Notes and the related information set out in the Prospectus in connection with the Notes; and
(ii)
the other Underwriters and the Company note the application of the Product Governance Rules and acknowledge the target market and
distribution channels identified as applying to the Notes by the Manufacturer and the related information set out in the Prospectus in
connection with the Notes.
(b) Solely for the purposes
of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance
Rules”) regarding the mutual responsibilities of manufacturers under the UK Product Governance Rules:
(i)
each of Barclays Bank PLC, Citigroup Global Markets Limited and HSBC Bank plc (each a “UK Manufacturer” and
together the “UK Manufacturers”) acknowledges to each other UK Manufacturer that it understands the responsibilities
conferred upon it under the UK Product Governance Rules relating to each of the product approval process, the target market and the proposed
distribution channels as applying to the Notes and the related information set out in the Prospectus in connection with the Notes; and
(ii)
the other Underwriters and the Company note the application of the UK Product Governance Rules and acknowledge the target market
and distribution channels identified as applying to the Notes by the UK Manufacturers and the related information set out in the Prospectus
in connection with the Notes.
Section
22. Agreement Among Underwriters. The Underwriters agree as between themselves that they will be bound by and will comply
with the International Capital Markets Association Agreement Among Managers Version 1/New York Law Schedule (the “Agreement Among
Managers”) as amended in the manner set out below. For purposes of the Agreement Among Managers, “Managers” means
the Underwriters, “Lead Manager” means the Representatives, “Settlement Lead Manager” means Citigroup Global Markets
Limited, “Stabilizing Manager” means Citigroup Global Markets Limited and “Subscription Agreement” means this
Agreement. Clause 3 of the Agreement Among Managers shall be deleted in its entirety and replaced with Section 9 of this Agreement. Notwithstanding
anything contained in the Agreement Among Managers, each Underwriter hereby agrees that the Settlement Lead Manager may allocate such
Underwriter’s pro rata share of expenses incurred by the Underwriters in connection with the offering of the Securities to the account
of such Underwriters for settlement of accounts (including payment of such Underwriter’s fees by the Settlement Lead Manager) as
soon as practicable but in any case no later than 90 days following the Closing Date.
- 30 -
Section
23. Stabilization. The Company hereby confirms the appointment and authority of Citigroup Global Markets Limited (the “Stabilizing
Manager”) to make adequate public disclosure of information, and to act as the central point responsible for handling any request
from a competent authority, in each case as required by Article 6(5) of Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016
or such regulation as it forms part of domestic law in the United Kingdom by virtue of the EUWA with regard to regulatory technical standards
for the conditions applicable to buy-back programs and stabilization measures. The parties hereto acknowledge and agree that:
(a) the Stabilizing
Manager for its own account may, to the extent permitted by applicable laws and regulations, over-allot and effect transactions with a
view to supporting the market price of the Notes at a level higher than that which might otherwise prevail, but in doing so the Stabilizing
Manager shall act as principal and not as agent of the Company and any loss resulting from overallotment and stabilization shall be borne,
and any profit arising therefrom shall be beneficially retained, by the Stabilizing Manager;
(b) there is no
assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake any stabilization action;
(c) nothing contained
in this Section 23 shall be construed so as to require the Company to issue in excess of the aggregate principal amount of Notes specified
in Schedule A hereto; and
(d) such stabilization,
if commenced, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days
after the date of the allotment of the Notes, and shall be conducted by the Stabilizing Manager in accordance with all applicable laws
and rules.
- 31 -
If the foregoing is in accordance
with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument,
along with all counterparts hereof, shall become a binding agreement in accordance with its terms.
Very truly yours,
AMPHENOL CORPORATION
By:
/s/ Lance D’Amico
Name:
Lance D’Amico
Title:
Executive Vice President, Secretary and General Counsel
[Signature Page to the Underwriting Agreement]
The foregoing Underwriting
Agreement is hereby confirmed and accepted by the several Underwriters as of the date first above written.
By:
Barclays Bank PLC
By:
/s/
Marette Kemp Matty
Name:
Marette
Kemp Matty
Title:
Authorised
Signatory
[Signature Page to the Underwriting Agreement]
By:
Citigroup Global Markets Limited
By:
/s/
Paula Clarke
Name:
Paula
Clarke
Title:
Delegated
Signatory
[Signature Page to the Underwriting Agreement]
By:
Commerzbank
Aktiengesellschaft
By:
/s/
Volker Happel
Name:
Volker
Happel
Title:
Vice
President
By:
/s/
Heike S. Hauser
Name:
Heike
S. Hauser
Title:
Senior
Legal Counsel
[Signature Page to the Underwriting Agreement]
By:
HSBC
Bank plc
By:
/s/
A. Kraemer
Name:
A.
Kraemer
Title:
Senior
Legal Counsel
[Signature Page to the Underwriting Agreement]
By:
BNP PARIBAS
By:
/s/
Rafael Ribeiro
Name:
Rafael
Ribeiro
Title:
Head
of Investment Grade Finance, Americas
By:
/s/
Pasquale A. Perraglia IV
Name:
Pasquale
A. Perraglia IV
Title:
Managing
Director
[Signature Page to the Underwriting Agreement]
By:
J.P. Morgan Securities plc
By:
/s/
Robert Chambers
Name:
Robert
Chambers
Title:
Executive
Director
[Signature Page to the Underwriting Agreement]
By:
Mizuho International plc
By:
/s/
Manabu Shibuya
Name:
Manabu
Shibuya
Title:
Authorised
Signatory
[Signature Page to the Underwriting Agreement]
By:
Standard Chartered Bank
By:
/s/
Patrick Dupont-Liot
Name:
Patrick
Dupont-Liot
Title:
Managing
Director, Debt Capital Markets
[Signature Page to the Underwriting Agreement]
By:
ING Bank N.V., Belgian Branch
By:
/s/
Romke van der Weerdt
Name:
Romke van der Weerdt
Title:
Managing Director
By:
/s/
Valentine Goudt
Name:
Valentine
Goudt
Title:
Head
Legal Capital Markets
[Signature Page to the Underwriting Agreement]
By:
Siebert Williams Shank & Co., LLC
By:
/s/
Ahmad Ismail
Name:
Ahmad
Ismail
Title:
Managing
Director
[Signature Page to the Underwriting Agreement]
SCHEDULE A
Underwriters
Aggregate
Principal
Amount of
2029 Notes
to be
Purchased
Aggregate
Principal
Amount of
2034 Notes
to be
Purchased
Barclays Bank PLC
€ 114,000,000
€ 95,000,000
Citigroup Global Markets Limited
€ 114,000,000
€ 95,000,000
Commerzbank Aktiengesellschaft
€ 114,000,000
€ 95,000,000
HSBC Bank plc
€ 114,000,000
€ 95,000,000
BNP PARIBAS
€ 36,000,000
€ 30,000,000
J.P. Morgan Securities plc
€ 36,000,000
€ 30,000,000
Mizuho International plc
€ 36,000,000
€ 30,000,000
Standard Chartered Bank
€ 21,000,000
€ 17,500,000
ING Bank N.V., Belgian Branch
€ 7,500,000
€ 6,250,000
Siebert Williams Shank & Co., LLC
€ 7,500,000
€ 6,250,000
Total
€ 600,000,000
€ 500,000,000
ANNEX I
Issuer Free Writing Prospectuses
Final Term Sheet dated May 5, 2026
Annex I-1
ANNEX II
Significant Subsidiaries
Amphenol East Asia Limited
Amphenol FCI Asia Pte. Ltd.
Annex II-1
EXHIBIT A
AMPHENOL CORPORATION
Final Term Sheet
May 5, 2026
Issuer:
Amphenol Corporation (the “Company”)
Legal Entity Identifier (LEI) Code:
549300D3L3G0R4U4VT04
Expected Ratings (Moody’s / S&P)*:
A3 (Stable) /A- (Positive)
Trade Date:
May 5, 2026
Settlement Date**:
May 12, 2026 (T+5)
Description of the Securities:
3.375% Senior Notes due 2029
3.875% Senior Notes due 2034
Principal Amount:
€600,000,000 (the “2029 Notes”)
€500,000,000 (the “2034 Notes”)
Maturity Date:
May 12, 2029
May 12, 2034
Coupon (Interest Rate):
3.375%
3.875%
Price to Public:
99.983% of the principal amount
99.973% of the principal amount
Yield to Maturity:
3.381%
3.879%
Mid-Swap Yield:
2.881%
3.029%
Spread to Mid-Swap Yield:
+50 bps
+85 bps
Benchmark Security:
DBR 2.100% due April 12, 2029
DBR 2.200% due February 15, 2034
Spread to Benchmark Security:
+68.5 bps
+91.3 bps
Benchmark Security Price and Yield:
98.340; 2.696%
94.740; 2.966%
Interest Payment Dates:
Payable annually on May 12 of each year, commencing May 12, 2027
Payable annually on May 12 of each year, commencing May 12, 2027
Exhibit A-1
Redemption Provision:
Prior to the Par Call Date, the Company may redeem
the 2029 Notes at its 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:
(1) (a) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2029 Notes matured on the Par Call
Date) on an annual (ACTUAL/ACTUAL (ICMA)) basis at a rate equal to the comparable government bond rate, plus 15 basis points, less (b)
interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2029 Notes
to be redeemed,
plus, in either case, accrued and unpaid interest
thereon to the redemption date.
On or after the Par Call Date, the Company may
redeem the 2029 Notes, 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 2029 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Prior to the Par Call Date, the Company may redeem
the 2034 Notes at its 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:
(1) (a) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2034 Notes matured on the Par Call
Date) on an annual (ACTUAL/ACTUAL (ICMA)) basis at a rate equal to the comparable government bond rate, plus 15 basis points, less (b)
interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2034 Notes
to be redeemed,
plus, in either case, accrued and unpaid interest
thereon to the redemption date.
On or after the Par Call Date, the Company may
redeem the 2034 Notes, 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 2034 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Par Call Date:
April 12, 2029 (one month prior to the maturity date)
February 12, 2034 (three months prior to the maturity date)
Redemption for Tax Reasons:
If certain events occur involving changes in tax law, the Company may redeem the Notes of a series, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, together with interest accrued and unpaid to, but not including, the date fixed for redemption.
CUSIP / Common Code / ISIN:
032095 BD2 / 336896096 / XS3368960962
032095 BC4 / 331622583 / XS3316225831
Minimum Denominations:
€100,000 and integral multiples of €1,000 in excess thereof
Listing:
The Company intends to apply to list the Notes on the New York Stock Exchange.
Exhibit A-2
Other Information
Joint Book-Running Managers:
Barclays Bank PLC
Citigroup Global Markets Limited
Commerzbank Aktiengesellschaft
HSBC Bank plc
BNP PARIBAS
J.P. Morgan Securities plc
Mizuho International plc
Senior Co-Manager:
Standard Chartered Bank
Co-Managers:
ING Bank N.V., Belgian Branch
Siebert Williams Shank & Co., LLC
Stabilization:
FCA/ICMA
Target Market:
MiFID II and UK MiFIR professionals/ECPs-only/ No EEA PRIIPs KID or UK PRIIPs KID/ CCI product summary
*Note: A securities rating is not a recommendation
to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
**The Notes will be ready for delivery in book-entry
form only through a common depositary for Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”),
and Clearstream Banking, société anonyme (“Clearstream”), on or about May 12, 2026, which is the
fifth business day following the date of pricing of the Notes (such settlement cycle being referred to as “T+5”). You should
be advised that trading of the Notes may be affected by the T+5 settlement. Under the E.U. Central
Securities Depositaries Regulation, trades in the secondary market generally are required to settle in two London business days unless
the parties to such trade expressly agree otherwise. Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally
are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who
wish to trade the Notes prior to the date that is one business day preceding the settlement date will be required, by virtue of the fact
that the Notes initially will settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent failed
settlement. Purchasers of the Notes who wish to trade the Notes during such period should consult their own advisor.
No EEA PRIIPs KID or UK PRIIPs KID/CCI product
summary – No EEA PRIIPs KID and no UK PRIIPs key information document (KID)/CCI product summary has been prepared as the notes
are not available to retail investors in the EEA or the UK.
The Company has filed a registration statement
(including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus
in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company
and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company,
any underwriter or dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays
Bank PLC toll-free at 1-888-603-5847, Citigroup Global Markets Limited toll-free at 1-800-831-9146, Commerzbank Aktiengesellschaft toll-free
at 1-800-233-9164 and HSBC Bank plc toll-free at 1-866-811-8049.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR
BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED
AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
Exhibit A-3
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2613386d4_ex99-1.htm · Sequence: 3
Exhibit 99.1
Amphenol
News Release
World Headquarters
358
Hall Avenue
Wallingford,
CT 06492
Telephone
(203) 265-8900
AMPHENOL
ANNOUNCES PRICING
OF
EURO-DENOMINATED SENIOR NOTES OFFERINGS
Wallingford,
Connecticut, May 5, 2026. Amphenol Corporation (NYSE: APH) (the “Company”) announced today the pricing of its offering of
€600 million aggregate principal amount of senior notes due 2029 (the “2029 Notes”) and €500 million aggregate
principal amount of senior notes due 2034 (the “2034 Notes” and, together with the 2029 Notes, the “Notes”).
The 2029 Notes will have an interest rate of 3.375% per annum, and the 2034 Notes will have an interest rate of 3.875% per annum. The
closing of the offering of the Notes (the “Notes Offering”) is expected to occur on May 12, 2026, subject to the satisfaction
of customary closing conditions.
The
Company intends to use the net proceeds from the Notes Offering to repay borrowings under its U.S. commercial paper program and 364-day
unsecured delayed draw term loan credit agreement, and for general corporate purposes.
Barclays
Bank PLC, Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft and HSBC Bank plc are serving as the joint book-running managers
for the Notes Offering.
The
Notes are being offered pursuant to the Company’s effective shelf registration statement on file with the Securities and Exchange
Commission (the “SEC”). A prospectus supplement describing the terms of the Notes Offering will be filed with the SEC. Copies
of the prospectus supplement and accompanying prospectus for the Notes Offering may be obtained from Barclays Bank PLC toll-free at 1-888-603-5847,
Citigroup Global Markets Limited toll-free at 1-800-831-9146, Commerzbank Aktiengesellschaft toll-free at 1-800-233-9164 or HSBC Bank
plc toll-free at 1-866-811-8049.
This
press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor will there be any sale of the
Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer, solicitation or sale of the Notes
will be made only by means of the prospectus supplement and the accompanying prospectus.
About
Amphenol
Amphenol
Corporation is one of the world’s largest designers, manufacturers and marketers of electrical, electronic and fiber optic connectors
and interconnect systems, antennas, sensors and sensor-based products and coaxial, high-speed, fiber optic and specialty cable. Amphenol
designs, manufactures and assembles its products at facilities in approximately 40 countries around the world and sells its products
through its own global sales force, independent representatives and a global network of electronics distributors. Amphenol has a diversified
presence as a leader in high-growth areas of the interconnect market including: Automotive, Commercial Aerospace, Communications Networks,
Defense, Industrial, Information Technology and Data Communications and Mobile Devices. For more information, visit www.amphenol.com.
Forward-Looking
Statements
Statements
in this press release which are other than historical facts are intended to be “forward-looking statements” within the meaning
of the Securities Exchange Act of 1934, as amended, the Private Securities Litigation Reform Act of 1995 and other related laws. While
the Company believes such statements are reasonable, the actual results and effects could differ materially from those currently anticipated.
Details regarding various significant risks and uncertainties that may affect the Company’s operating and financial performance
can be found in the Company’s latest Annual Report on Form 10-K and the Company’s subsequent filings with the Securities
and Exchange Commission, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. In providing forward-looking statements,
the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events
or otherwise, except as required by law.
Prohibition
of Sales to EEA Retail Investors
The
Notes are not intended to be offered, sold or otherwise made available, and should not be offered, sold or otherwise made available,
to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”);
(ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes
or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. Any offer of Notes in any Member
State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for
offers of Notes. The prospectus supplement and the accompanying prospectus relating to the issue of the Notes is not a prospectus for
the purposes of the Prospectus Regulation.
United
Kingdom
The
communication of this announcement, the prospectus supplement, the accompanying prospectus, any related free writing prospectus and any
other document or materials relating to the issue of the Notes is not being made, and such documents and/or materials have not been approved,
by an authorized person for the purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000 (as amended,
the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the
general public in the United Kingdom (“UK”). The communication of such documents and/or materials is only being made to (i)
persons outside the UK; (ii) and those persons in the UK (A) who have professional experience in matters relating to investments who
fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the “Financial Promotion Order”)); or (B) who are high net worth companies, or other persons
to whom they may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Financial Promotion Order, (all such persons
together being referred to as “relevant persons”). In the UK, this announcement, the prospectus supplement, the accompanying
prospectus and the Notes offered hereby are only available to, and any investment or investment activity to which this announcement,
the prospectus supplement, the accompanying prospectus, any related free writing prospectus or any other document or materials relating
to the issue of the Notes relates will be engaged in only with, relevant persons. Any person in the UK that is not a relevant person
should not act or rely on this announcement, the prospectus supplement, the accompanying prospectus, any related free writing prospectus
or any other document or materials relating to the issue of the Notes or any of their contents.
Prohibition
of Sales to UK Retail Investors
The
Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or
otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is either one (or
both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”), or (ii) not a qualified investor as
defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulation 2024 (“POATRs”). Consequently,
no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the
Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing
the Notes or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments
(Designated Activities) Regulations 2024 . Any offer of Notes in the UK will be made pursuant to an exception from the prohibition on
offers to the public under the POATRs.
UK
MIFIR Product Governance / Professional Investors and ECPs Only Target Market
Solely
for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led
to the conclusion that: (i) the target market for the Notes is only eligible counterparties as defined in the FCA Handbook Conduct of
Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 (“UK MiFIR”); and (ii) all channels for distribution of the Notes
to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes
(a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor
subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”)
is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’
target market assessment) and determining appropriate distribution channels.
MIFID
II Product Governance / Professional Investors and ECPs Only Target Market
Solely
for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led
to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined
in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the
manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining
appropriate distribution channels.
Contact:
Sherri
Scribner
Vice
President, Strategy and Investor Relations
203-265-8820
IR@amphenol.com
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