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WESCO Intl, Inc. Dep Shares Ser A Rate Reset Cumulative Preferred Stock
Ticker Symbol: WCC-A CUSIP: 95082P303 Exchange: NYSE
June 22, 2020 -- WESCO International, Inc., a Delaware corporation (“WESCO”), completed its previously announced acquisition of Anixter International Inc., a Delaware corporation (“Anixter”). Pursuant to the terms of the Agreement and Plan of Merger, dated as of January 10, 2020 (the “Merger Agreement”), by and among Anixter, WESCO and Warrior Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of WESCO (“Merger Sub”), Merger Sub was merged with and into Anixter (the “Merger”), with Anixter surviving the Merger and continuing as a wholly owned subsidiary of WESCO.
At the effective time of the Merger (the “Effective Time”), each outstanding share of common stock, par value $1.00 per share, of Anixter (the “Anixter Common Stock”) (subject to limited exceptions, including shares with respect to which dissenters’ rights have been validly exercised in accordance with Delaware law) was converted into the right to receive (i) $72.82 in cash, without interest, after giving effect to certain adjustments set forth in the Merger Agreement (the “Cash Consideration”), (ii) 0.2397 shares of common stock of WESCO (the “Common Stock Consideration”), par value $0.01 per share (the “WESCO Common Stock”) and (iii) 0.6356 depositary shares (the “Preferred Stock Consideration”), each representing a 1/1,000th interest in a share of newly issued fixed-rate reset cumulative perpetual preferred stock of WESCO, Series A, with a $25,000 stated amount per whole preferred share and an initial dividend rate equal to 10.625% (the “WESCO Series A Preferred Stock” and, collectively with the Cash Consideration and the Common Stock Consideration, the “Merger Consideration”).
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QUANTUMONLINE.COM SECURITY DESCRIPTION: WESCO International, Inc. Depositary Shares each representing a 1/1000 interest in a share of the Series A Fixed-Rate Reset Cumulative Perpetual Preferred Stock, liquidation preference $25 per Depositary share, redeemable at the issuer's option on 06/22/2025 and every June 22nd in every fifth year thereafter at $25 per share plus accrued and unpaid dividends, and with no stated maturity. Cumulative distributions of the Annual Fixed Dividend Rate will be paid quarterly on 3/31, 6/30, 9/30 & 12/31 to holders of record on the record date fixed by the board, not more than 35 days or less than 10 days prior to the payment date (NOTE: the ex-dividend date is one business day prior to the record date). The Annual Fixed Dividend Rate will be 10.625% until the first redemption date, then it will be equal to the sum of the five-year U.S. Treasury rate on the applicable fixed rate calculation date plus 10.325%, resetting every 5 years thereafter on applicable fixed rate calculation date (see prospectus for more details). The Company may redeem the Depositary Shares before 06/22/2025 at $25.50 (102%) of their principal amount plus accrued and unpaid dividends if a rating agency event occurs. (see prospectus for further information). Upon the occurrence of a change of control the company will have the option within 120 days to redeem the preferred shares at $25 per share plus accrued and unpaid dividends. If the company has exercised their redemption right, the holders will NOT have the following conversion right. Upon the occurrence of a Change of Control involving the issuance of additional shares of Common Stock or other Change of Control transaction, in each case, approved by holders of Common Stock, each holder of shares of Series A Preferred Stock shall have the right to convert some or all of the Series A Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of Common Stock, per share of Series A Preferred Stock to be converted (see prospectus for more details). This security was not rated by Moody’s or S&P at the time of its IPO. In regard to the payment of dividends and upon liquidation, the preferred shares rank junior to the company's senior debt, equally with other preferreds of the company, and senior to the common shares of the company. See the IPO prospectus for further information on the preferred stock by clicking on the ‘Link to IPO Prospectus’ provided below.
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Go to Parent Company's Record (WCC)
21.61 Million Shares @ $25/share.
Link to Preliminary IPO Prospectus
Market Value $540.0 Million
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Company's Online Information Links
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| Company's Online SEC EDGAR Filings |
| Company's Email Address Links |
| Address and Phone Numbers |
| Address: 225 West Station Square Drive, Suite 700, Pittsburgh, PA 15219 |
| Main Phone Number |
412-454-2200 |
| Fax Number |
412-454-2595 |
| Investor Relations
Will Ruthrauff
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412-454-4220
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Toll Free Phone Number |
Unknown |
| CEO - John J. Engel |
CFO - David S. Schulz |
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