WESCO INTERNATIONAL INC false 0000929008 0000929008 2022-03-01 2022-03-01 0000929008 us-gaap:CommonStockMember 2022-03-01 2022-03-01 0000929008 us-gaap:SeriesAPreferredStockMember 2022-03-01 2022-03-01

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): March 1, 2022

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)

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 1/100th interest in a share of Series A Fixed-Rate Reset Cumulative Perpetual Preferred Stock |  | WCC PR A |  | New York Stock Exchange

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))

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.

Revolving Credit Agreement Amendment

On March 1, 2022, WESCO Distribution, Inc., a Delaware corporation (“Wesco Distribution”) amended its revolving credit facility (the “Revolving Credit Facility”) pursuant to the terms and conditions of a Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of March 1, 2022 (the “Revolver Amendment”), by and among WESCO International, Inc., a Delaware corporation, Wesco Distribution, as the borrower representative, the other U.S. borrowers party thereto, WESCO Distribution Canada LP, the other Canadian borrowers party thereto, the lenders party thereto and Barclays Bank PLC, as administrative agent, which amends the Fourth Amended and Restated Credit Agreement, dated as of June 22, 2020. The Revolver Amendment, among other things, (i) increases the revolving commitments under the Revolving Credit Facility from $1,200 million to $1,350 million, (ii) increases the sub-facility for loans denominated in Canadian dollars from $500 million to $550 million, (iii) increases the capacity to request increases in the revolving commitments under the Revolving Credit Facility from $400 million to $650 million, (iv) modifies certain negative covenants to provide for additional flexibility and (v) extends the maturity date to March 1, 2027. Additionally, the Revolver Amendment replaces the London Inter-Bank Offered Rate-based (“LIBOR”) interest rate option with Secured Overnight Financing Rate-based (“SOFR”) interest rate options, including term SOFR and daily simple SOFR.

Receivables Purchase Agreement Amendment

On March 1, 2022, Wesco Distribution amended its accounts receivable securitization facility (the “Receivables Facility”) pursuant to the terms and conditions of a Fourth Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, dated as of March 1, 2022 (the “Receivables Amendment”), 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, which amends the Fifth Amended and Restated Receivables Purchase Agreement, dated as of June 22, 2020. The Receivables Amendment, among other things, (i) increases the purchase limit under the Receivables Facility from $1,300 million to $1,400 million, (ii) increases the capacity to request increases in the purchase limit under the Receivables Facility from $300 million to $350 million, and (iii) extends the maturity date to March 1, 2025. Additionally, the Receivables Amendment replaces the LIBOR-based interest rate option with SOFR-based interest rate options, including term SOFR and daily simple SOFR, and decreases the interest rate spread from 1.15% to 1.10%.

General

Copies of the Revolver Amendment and the Receivables Amendment are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The description above is a summary of the Revolver Amendment and the Receivables Amendment, does not purport to be complete, and is qualified in its entirety by the complete text of the Revolver Amendment and the Receivables Amendment, as applicable.

Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01. | Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number |  | Description
10.1 |  | Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of March 1, 2022, 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 |  | Fourth Amendment to Fifth Amended and Restated Receivables Purchase Agreement, dated as of March 1, 2022, by and among WESCO Distribution, Inc., WESCO Receivables Corp., the various purchaser groups party thereto and PNC Bank, National Association, as administrator.
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document).

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)
March 2, 2022 |  |  |  | By: |  | /s/ David S. Schulz
(Date) |  |  |  |  |  | David S. Schulz Executive Vice President and Chief Financial Officer