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 AND EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 12, 2012 (December 11, 2012)

 

 

WESCO International, Inc.

(Exact name of registrant as specified in its charter)

 

 

Commission file number 001-14989

 

Delaware		25-1723342
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
225 West Station Square Drive
Suite 700
Pittsburgh, Pennsylvania 15219		(412) 454-2200
(Address of principal executive offices)		(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

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))

 

 

 

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Item 1.02. Termination of a Material Definitive Agreement.

On December 10, 2012, WESCO International, Inc. (the “Company”) announced that its subsidiary WESCO Distribution, Inc. (“WESCO Distribution”) would redeem all of its outstanding 7.50% Senior Subordinated Notes due 2017 (the “Notes”) on January 9, 2013 (the “Redemption Date”). In accordance with the terms of the Notes, the Notes will be redeemed by WESCO Distribution at a redemption price equal to 101.250% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the Redemption Date. On December 11, 2012, in accordance with the terms of the Indenture dated as of September 27, 2005 (the “Indenture”), among WESCO Distribution, the Company and The Bank of New York Mellon, a New York banking corporation, as successor to J. P. Morgan Trust Company, National Association, as trustee (the “Trustee”), WESCO Distribution irrevocably deposited with the Trustee funds sufficient to pay principal and interest on the Redemption Date of all outstanding Notes, including interest thereon to the Redemption Date. As a result, the Indenture has been satisfied and discharged.

Item 8.01. Other Events.

On December 12, 2012, the Company issued a press release regarding the completion of certain financing transactions. A copy of the press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit 99.1		Press Release dated December 12, 2012

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: December 12, 2012

Exhibit 99.1

 

		NEWS RELEASE WESCO International, Inc. / Suite 700, 225 West Station Square Drive / Pittsburgh, PA 15219

WESCO Completes Financing Transactions

PITTSBURGH, December 12, 2012/PRNewswire/ — WESCO International, Inc. (NYSE: WCC), a leading provider of electrical, industrial, and communications MRO and OEM products, construction materials, and advanced supply chain management and logistics services, announced today that WESCO International and two of its wholly owned subsidiaries, WESCO Distribution, Inc. and WDCC Enterprises, Inc., entered into a new term loan facility in the principal amount of US $700 million and CAD $150 million, amended and restated the existing revolving credit facility to increase the principal amount available from $400 million to $600 million, and amended the existing accounts receivable facility and exercised an existing accordion feature under such facility to increase the principal amount available from $450 million to $475 million. These financings were entered into in conjunction with the previously announced pending acquisition of EECOL Electric Corporation and the previously announced redemption of WESCO International’s $150 million principal amount of 7.50% Senior Subordinated Notes Due 2017. Closing of the EECOL acquisition is expected to occur in the fourth quarter 2012, and closing of the notes redemption is expected in the first quarter 2013.

# # #

WESCO International, Inc. (NYSE: WCC), a publicly traded Fortune 500 holding company headquartered in Pittsburgh, Pennsylvania, is a leading provider of electrical, industrial, and communications maintenance, repair and operating (“MRO”) and original equipment manufacturers (“OEM”) product, construction materials, and advanced supply chain management and logistic services. 2011 annual sales were approximately $6.1 billion. The Company employs approximately 7,500 people, maintains relationships with over 18,000 suppliers, and serves over 65,000 active customers worldwide. Customers include commercial and industrial businesses, contractors, government agencies, institutions, telecommunications providers and utilities. WESCO operates eight fully automated distribution centers and approximately 400 full-service branches in North America and international markets, providing a local presence for customers and a global network to serve multi-location businesses and multi-national corporations.

# # #

The matters discussed herein may contain forward-looking statements, including statements regarding whether and when the acquisition is expected to be consummated, that are subject to certain risks and uncertainties that could cause actual results to differ materially from expectations, including risks related to the acquisition, financing, and integration of EECOL, satisfaction of various other conditions to closing contemplated by the agreement, debt levels, changes in general economic conditions, fluctuations in interest rates, increases in raw materials and labor costs, levels of competition and other factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as well as the Company’s other reports filed with the Securities and Exchange Commission.

Contact: Daniel A. Brailer, Vice President, Investor Relations and Corporate Affairs

WESCO International, Inc. (412) 454-2392, Fax: (412) 222-7566

http://www.wesco.com