ANIXTER INC. ANIXTER INTERNATIONAL INC. DEBT SECURITIES TERMS AGREEMENT February 24, 2005
EXHIBIT 99.1
ANIXTER INC.
ANIXTER INTERNATIONAL INC.
DEBT SECURITIES
February 24, 2005
To:
|
Anixter Inc. | |
Anixter International Inc. | ||
0000 Xxxxxxx Xxxxxxxxx | ||
Xxxxxxxx, Xxxxxxxx 00000 |
Ladies and Gentlemen:
We understand that Anixter Inc., a Delaware corporation (the “Company”), proposes to issue and sell, and Anixter International Inc. (the “Guarantor”) desires to fully and unconditionally guarantee as to payment of principal of and premium (if any) and interest on, $200,000,000 aggregate principal amount of the Company’s debt securities (the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the principal amount of Underwritten Securities opposite their names set forth below at the purchase price set forth below.
Underwriter | Principal
Amount of Underwritten Securities |
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Banc of America Securities LLC |
$ | 94,000,000 | |||
Wachovia Capital Markets, LLC |
$ | 54,000,000 | |||
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated |
$ | 16,000,000 | |||
X.X. Xxxxxx Securities Inc. |
$ | 12,000,000 | |||
Scotia Capital (USA) Inc. |
$ | 12,000,000 | |||
Xxxxx Fargo Securities, LLC |
$ | 12,000,000 | |||
Total |
$ | 200,000,000 | |||
The Underwritten Securities shall have the following terms:
Title:
|
5.95% Notes due March 1, 2015 | |
Rank:
|
The Securities will be unsecured obligations and will rank |
equally with the Company’s existing and future unsecured senior indebtedness. The Guarantees will be unsecured obligations of the Guarantor and will rank equally with Guarantor’s existing and future unsecured senior indebtedness. | ||
Ratings:
|
Ba1/BB+/BBB- | |
Aggregate principal amount: |
$200,000,000 | |
Denominations:
|
$1,000 and integral multiples thereof. | |
Currency of payment: |
U.S. Dollars | |
Interest rate or formula:
|
5.95% | |
Interest payment dates:
|
March 1 and September 1, commencing September 1, 2005 | |
Regular record dates:
|
February 15 and August 15 | |
Stated maturity date:
|
March 1, 2015 | |
Redemption provisions:
|
Securities may be redeemed at any time at the Company’s option at a redemption price equal to the greater of (1) the principal amount of the Securities being redeemed plus accrued interest to the redemption date or (2) the Make-Whole Amount for the Securities being redeemed as set forth in the Prospectus. | |
Sinking fund requirements: |
N/A | |
Listing requirements: |
N/A | |
Fixed or Variable Price Offering:
|
Fixed Price Offering, initial
public offering price: 99.784% of the principal amount, plus accrued interest, if any, from Xxxxx 0, 0000 |
|
Xxxxxxxx price:
|
98.934% of the principal amount, plus accrued interest, if any, from March 1, 2005 (payable in same day funds). | |
Form:
|
Book-entry | |
Address for notices to
Underwriters:
|
c/o Banc of America Securities
LLC, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: High Grade Debt Capital Markets Transaction Management. |
|
Other terms and conditions:
|
N/A | |
Closing date and location: |
March 1, 2005, Chicago, Illinois. |
All of the provisions contained in the document attached as Annex I hereto entitled “Underwriting Agreement” are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined.
Please accept this offer no later than 6:00 o’clock P.M. (New York City time) on February 24, 2005 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.
Very truly yours, BANC OF AMERICA SECURITIES LLC WACHOVIA CAPITAL MARKETS, LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED |
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By: | /s/ Xxxxx Xxxxx | |||
Authorized Signatory | ||||
Acting on behalf of themselves and the other named Underwriters. |
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Accepted: ANIXTER INTERNATIONAL INC. |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Senior Vice President-Finance and Chief Financial Officer | |||
ANIXTER INC. |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Executive Vice President and Chief Financial Officer | |||