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Item 1.01 Entry into a Material Definitive Agreement.
On October 9, 2026 (the “Bridge Closing Date”), Flex Ltd., a company organized under the laws of Singapore (the “Company” or “Flex”) entered into a Bridge Credit Agreement (the “Bridge Credit Agreement”), by and among the Company, as borrower, the lenders party thereto and Citibank, N.A., as administrative agent, which provides a senior bridge term loan credit facility (the “Bridge Credit Facility”) in an aggregate committed amount of $1.1 billion. In connection with the consummation of the Transaction (as defined below), on October 14, 2026, the Company borrowed $1.1 billion under the Bridge Credit Facility in a single advance. The Bridge Credit Facility will mature on October 13, 2027, the date that is 364 days after the date on which it was funded.
Loans under the Bridge Credit Agreement bear interest at a floating rate, which can be, at the Company’s option, either (i) Term SOFR (as defined in the Bridge Credit Agreement) plus an applicable margin or (ii) the Base Rate (as defined in the Bridge Credit Agreement) plus an applicable margin, in each case, with such margin determined based on the Company’s senior unsecured long-term debt ratings.
The Bridge Credit Agreement contains various customary covenants, including, but not limited to, restrictions on the ability of the Company and its subsidiaries to incur indebtedness, grant liens, dispose of material assets, merge or consolidate with or into other companies, materially change the nature of their business and make certain accounting changes, in each case, subject to various exceptions. The Bridge Credit Agreement requires the maintenance of (i) a Debt/EBITDA Ratio (as defined in the Bridge Credit Agreement) not to exceed 4.50 to 1.00 as of the last day of any fiscal quarter of the Company and (ii) an Interest Coverage Ratio (as defined in the Bridge Credit Agreement) of not less than 3.00 to 1.00 as of the last day of any fiscal quarter of the Company.
The Bridge Credit Agreement also includes various customary events of default. Upon an event of default, commitments under the Bridge Credit Agreement may be terminated and outstanding borrowings may be accelerated.
The obligations under the Bridge Credit Agreement are not guaranteed by any subsidiary of the Company. The Company may, at any time after the Bridge Closing Date and upon prior written notice to the administrative agent, cause any of its subsidiaries to become a subsidiary guarantor. The information set forth in Item 2.01 and Item 2.03 of this Current Report on Form 8-K regarding the use of proceeds under the Bridge Credit Facility is hereby incorporated by reference into this Item 1.01.
Item 2.01.
Completion of Acquisition or Disposition of Assets.
As previously disclosed, on September 3, 2026, the Company, ACS Acquisitions, Inc., a Delaware corporation and wholly owned subsidiary of the Company (the “Purchaser”), EPC Power Corp., a Delaware corporation (“EPC Power”), and Charge Parent, LLC, a Delaware limited liability company (the “Seller”), entered into a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which the Purchaser agreed to acquire all of the equity interests of EPC Power from the Seller (such transaction, the “Transaction”). On October 14, 2026, the Company completed the Transaction. EPC Power is now a wholly owned subsidiary of the Company and part of the Company’s Cloud and Power Infrastructure business, which, as previously announced, the Company plans to separate into an independent publicly traded company, Axiom Solutions International, Inc. (“Axiom”) in the first quarter of 2027 (the “Spin-Off”). Pursuant to the Purchase Agreement, the purchase price paid upon the completion of the Transaction was $4.4 billion in cash, subject to customary adjustments as set forth in the Purchase Agreement (the “Consideration”). The Purchase Agreement contains a “locked box” mechanism in which the enterprise value of EPC Power has been fixed as of June 30, 2026 (the “Locked Box Date”). EPC Power and the Seller have agreed to customary protections against leakage of value from EPC Power between the Locked Box Date and the date of the closing of the Transaction, subject to customary exceptions for permitted leakage.
The Company funded the Consideration with borrowings under the Credit Facility (as defined below), borrowings under the Bridge Credit Facility and cash on hand.
The foregoing description of the Purchase Agreement and the Transaction does not purport to be complete and is qualified in its entirety by reference to the description in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 4, 2026, which description is incorporated herein by reference, and the full text of the Purchase Agreement, a copy of which was filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 4, 2026, and which is incorporated herein by reference.
As previously disclosed, on October 2, 2026, the Company and Axiom entered into a Series A Convertible Preferred Stock Investment Agreement (the “Preferred Investment Agreement”) with GC Venture XIII (ASI), L.P. and the other investors party thereto (collectively, the “Preferred Investors”), pursuant to which the Preferred Investors agreed to purchase 200,000 shares of Axiom’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Convertible Preferred Stock”), in a private placement at a per share purchase price of $10,000 and an aggregate purchase price of $2.0 billion (the “Preferred Investment”). The closing of the Preferred Investment remains subject to the satisfaction or waiver of certain customary closing conditions, including, among other things, the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other required regulatory approval. Axiom expects to use the net proceeds from the Preferred Investment to, among other things, repay borrowings incurred by the Company in connection with the Transaction.
The foregoing description of the Preferred Investment and the Preferred Investment Agreement does not purport to be complete and is qualified in its entirety by reference to the description in the Company’s Current Report on Form 8-K filed with the SEC on October 5, 2026, which description is incorporated herein by reference, and the full text of the Preferred Investment Agreement, a copy of which was filed by the Company as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 5, 2026, and which is incorporated herein by reference.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed, on September 29, 2026, the Company entered into a Credit Agreement (the “Credit Agreement”), by and among the Company, as borrower, the lenders party thereto and Citibank, N.A., as administrative agent, which provides for a senior term loan credit facility in an aggregate committed amount of $3.3 billion (the “Credit Facility”). In connection with the consummation of the Transaction, on October 14, 2026, the Company borrowed $3.3 billion under the Credit Facility in a single advance to pay a portion of the Consideration and other fees and expenses related to the Transaction. The Credit Facility will mature on October 13, 2027, the date that is 364 days after the date on which it was funded. Loans under the Credit Agreement bear interest at a floating rate, which can be, at the Company’s option, either (i) Term SOFR (as defined in the Credit Agreement) plus an applicable margin or (ii) the Base Rate (as defined in the Credit Agreement) plus an applicable margin, in each case, with such margin determined based on the Company’s senior unsecured long-term debt ratings. The Company is required to prepay the loans under the Credit Facility upon the funding of a term loan facility to be entered into by Axiom in connection with the Spin-Off.
As described above, in connection with the consummation of the Transaction, on October 14, 2026, the Company borrowed $1.1 billion under the Bridge Credit Facility in a single advance to pay a portion of the Consideration and other fees and expenses related to the Transaction.
The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which was filed by the Company as Exhibit 10.01 to the Company’s Current Report on Form 8-K filed with the SEC on October 2, 2026, and which is incorporated herein by reference.