WESCO INTERNATIONAL INC false 0000929008 0000929008 2020-06-22 2020-06-22 0000929008 us-gaap:CommonStockMember 2020-06-22 2020-06-22 0000929008 us-gaap:SeriesAPreferredStockMember 2020-06-22 2020-06-22

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): June 22, 2020

WESCO International, Inc.

(Exact name of registrant as specified in its charter)

Delaware |  | 001-14989 |  | 25-1723342
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (IRS Employer Identification No.)
225 West Station Square Drive, Suite 700 Pittsburgh, Pennsylvania |  | 15219
(Address of principal executive offices) |  | (Zip Code)

(412) 454-2200

(Registrant’s telephone number, including area code)

Not applicable.

(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))

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Class |  | Trading Symbol(s) |  | Name of Exchange on which registered
Common Stock, par value $0.01 per share |  | WCC |  | New York Stock Exchange
Depositary Shares each representing a 1/1,000th interest in a share of Series A Fixed-Rate Reset Cumulative Perpetual Preferred Stock |  | WCC PRA |  | 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 8.01. | Other Events.

As previously disclosed, on June 22, 2020, (i) WESCO International, Inc., a Delaware corporation (“WESCO”), WESCO Distribution, Inc., a Delaware corporation (“WESCO Distribution”), and certain other subsidiaries of WESCO entered into a US$1,100 million revolving credit facility, as a replacement of WESCO Distribution’s existing revolving credit facility, pursuant to the terms and conditions of a Fourth Amended and Restated Credit Agreement, dated as of June 22, 2020 (the “Credit Agreement”), among WESCO Distribution, the other U.S. borrowers party thereto, WESCO Distribution Canada LP, the other Canadian borrowers party thereto, WESCO, the lenders party thereto and Barclays Bank PLC, as administrative agent, and (ii) WESCO Distribution amended its receivables facility pursuant to the terms and conditions of a Fifth Amended and Restated Receivables Purchase Agreement, dated as of June 22, 2020 (the “Receivables Purchase Agreement”), by and among WESCO Receivables Corp., WESCO Distribution, the various purchaser groups from time to time party thereto and PNC Bank, National Association, as administrator. WESCO is hereby filing the Credit Agreement and the Receivables Purchase Agreement as Exhibit 10.1 and Exhibit 10.2 hereto, respectively.

Item 9.01 | Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. |  |  | Description
| 10.1* |  |  | Fourth Amended and Restated Credit Agreement, dated as of June 22, 2020, by and among WESCO Distribution, Inc., the other U.S. borrowers party thereto, WESCO Distribution Canada LP, the other Canadian borrowers party thereto, WESCO International, Inc., the lenders party thereto and Barclays Bank PLC., as administrative agent.
| 10.2* |  |  | Fifth Amended and Restated Receivables Purchase Agreement, dated as of June 22, 2020, by and among WESCO Receivables Corp., WESCO Distribution, Inc., the various purchaser groups from time to time party thereto and PNC Bank, National Association, as administrator.
| 104 |  |  | Cover Page Interactive Data File (embedded within the Inline XBRL document).

* | Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.

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.

|  |  |  |  |  | WESCO International, Inc.
|  |  |  |  |  | (Registrant)
June 24, 2020 |  |  |  | By: |  | /s/ David S. Schulz
(Date) |  |  |  |  |  | David S. Schulz
|  |  |  |  |  | Executive Vice President and Chief Financial Officer