Flex Ltd. Announces $4.4 Billion Acquisition of EPC Power Corp. Ahead of Planned Spin-Off
FLEX LTD.
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Filing Summary
Flex Ltd. (NASDAQ: FLEX) – Material Acquisition & Financing Agreement
• Transaction: Flex wholly-owned subsidiary ACS Acquisitions, Inc. signed a Stock Purchase Agreement to acquire 100% of EPC Power Corp. from Charge Parent, LLC. • Purchase Price: $4.4 billion in cash consideration, subject to customary locked-box adjustments. • Strategic Alignment: EPC Power will be integrated into Flex's Cloud and Power Infrastructure business, which is slated for a tax-free spin-off into an independent public company ("SpinCo") in Q1 2027. • Financing: Secured a $4.4 billion senior unsecured 364-day bridge facility commitment via Citigroup and BofA Securities, with intentions to refinance via permanent debt and equity. • Expected Closing: Q4 2026, subject to regulatory clearances including HSR Act clearance.
Comprehensive Analysis
Executive Summary
On September 3, 2026, Flex Ltd. entered into a definitive Stock Purchase Agreement to acquire EPC Power Corp. through its wholly owned subsidiary, ACS Acquisitions, Inc., for an aggregate cash consideration of $4.4 billion.
Strategic Rationale & Planned Spin-Off
- Cloud and Power Integration: EPC Power will join Flex's Cloud and Power Infrastructure business unit, strengthening its positioning in mission-critical power and clean energy infrastructure.
- Subsequent Spin-Off (SpinCo): Flex previously announced plans to separate the combined Cloud and Power Infrastructure business into an independent, publicly traded entity ("SpinCo") targeted for completion in the first quarter of 2027.
Transaction Structure & Key Terms
- Consideration: $4.4 billion cash at closing, structured under a locked-box mechanism with enterprise value set as of June 30, 2026.
- Guarantor Role: Flex Ltd. serves as guarantor for the purchaser's obligations under the purchase agreement.
- Bridge Financing: Entered into a commitment letter for a $4.4 billion senior unsecured 364-day bridge credit facility with Citigroup Global Markets Inc., Bank of America, N.A., and BofA Securities, Inc., which Flex intends to replace with long-term debt and equity financing.
- Conditions & Timing: Expected closing in Q4 2026, subject to expiration/termination of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act and customary closing conditions.
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