WESCO International Announces Pricing of Private Offering of Senior Notes

5/31/20

WESCO International, Inc. (NYSE: WCC), a leading provider of electrical, industrial, and communications MRO and OEM products, construction materials, and advanced supply chain management and logistics services, today announced that its wholly owned subsidiary, WESCO Distribution, Inc, priced its previously announced offering to eligible purchasers of $1,500 million aggregate principal amount of 7.125% senior notes due 2025 and $1,325 million aggregate principal amount of 7.250% senior notes due 2028. The aggregate principal amount of the 8-Year Notes to be issued in the offering has been increased from the previously announced $1,000 million to $1,325 million and the aggregate principal amount of the 5-Year Notes to be issued in the offering has been decreased from the previously announced $1,825 million to $1,500 million. The 5-Year Notes will be issued at a price of 100.000% of the aggregate principal amount thereof. The 8-Year Notes will be issued at a price of 99.244% of the aggregate principal amount thereof. The issuance and sale of the Notes is scheduled to settle on or about June 12, 2020, subject to customary closing conditions.

WESCO estimates that the net proceeds from the offering will be approximately $2,758.5 million, after deducting the underwriting discounts and estimated offering expenses. WESCO intends to use the net proceeds from this offering, together with borrowings under its new and existing credit facilities and existing cash on hand, to finance the previously announced merger (the "Merger") of WESCO and Anixter International Inc. ("Anixter") and the other transactions contemplated by the Agreement and Plan of Merger, dated as of January 10, 2020 (the "Merger Agreement"), by and among WESCO, Anixter and Warrior Merger Sub, Inc. The use of proceeds will include (i) paying the cash portion of the Merger consideration to stockholders of Anixter, (ii) refinancing certain existing indebtedness of Anixter contemplated by the Merger Agreement, including financing the satisfaction and discharge, defeasance, redemption or other repayment in full of Anixter Inc.'s 5.125% Senior Notes due 2021, financing payments in connection with the consent solicitations and tender offers in respect of Anixter Inc.'s 5.50% Senior Notes due 2023 and Anixter Inc.'s 6.00% Senior Notes due 2025, (iii) refinancing other indebtedness of WESCO, and (iv) paying the fees, costs and expenses in connection with the foregoing.

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