Flex Signs $3.3 Billion Term Loan To Fund EPC Power Deal, Cutting Bridge Facility By The Same Amount

Flex signed a $3.3 billion senior term loan credit facility on Tuesday, with Citibank serving as administrative agent, to help fund its pending acquisition of EPC Power Corp. — and the moment the credit agreement took effect, it automatically wiped out an equivalent $3.3 billion slice of the bridge financing Flex had lined up when the deal was first announced.

What The 8-K Says

The current report, filed with the SEC on Friday and signed by Chief Financial Officer Kevin Krumm, covers an agreement dated Tuesday. The facility was not drawn at signing. Under the credit agreement, Flex may borrow the full amount in a single advance during the availability period; once funded, the loan matures 364 days later.

Interest on any borrowing floats, at Flex's election, at either Term SOFR or the Base Rate — each plus an applicable margin tied to the company's senior unsecured long-term debt ratings.

Proceeds, combined with cash on hand and proceeds from other debt or equity issuances, are intended to finance a portion of the cash consideration for the EPC Power acquisition and related assets, as Flex first disclosed in a current report filed September 4, 2026. The filing also covers related fees and expenses.

The Bridge Facility Math

When Flex announced the EPC Power deal on September 4, it simultaneously secured a $4.4 billion senior unsecured 364-day bridge facility through a commitment letter with Citigroup Global Markets, Bank of America, and BofA Securities — a backstop meant to guarantee acquisition financing while permanent debt was arranged.

Tuesday's credit agreement automatically and permanently reduced that bridge commitment on a dollar-for-dollar basis by $3.3 billion, leaving the bridge at $1.1 billion. The term loan effectively replaces the bridge commitment with a more formal, documented structure — a standard progression as a large acquisition moves from announcement toward close.

Covenants And Financial Guardrails

The credit agreement includes standard restrictions on Flex and its subsidiaries: limits on taking on additional debt, granting liens, selling material assets, and merging with other companies, each subject to exceptions.

On the financial maintenance side, Flex must keep its debt-to-EBITDA ratio at or below 4.50 to 1.00 as of the last day of any fiscal quarter. It must also maintain an interest coverage ratio of at least 3.00 to 1.00 on the same quarterly measurement basis. A breach of either covenant, or any other event of default under the agreement, could trigger termination of commitments and acceleration of any outstanding borrowings.

The obligations under the credit agreement are not guaranteed by any Flex subsidiary at signing, though the company may add subsidiary guarantors at any time after Tuesday with prior written notice to Citibank as administrative agent.

The Axiom Spin-Off Running In Parallel

The 8-K also references a separate, concurrent corporate action: Flex's planned spin-off of its cloud and power infrastructure business into an independent, publicly traded company called Axiom Solutions International. Axiom has already filed a registration statement on Form 10 with the SEC.

Flex intends to file a proxy statement on Schedule 14A seeking shareholder approval for the spin-off. The filing flags the usual list of risks — regulatory approvals, tax treatment, timing, and the possibility the transaction may not close — and notes that all forward-looking statements are made as of the filing date, with no obligation to update them.

Flex shares were flat in Friday after-hours trading at $116.61, unchanged from the regular-session close, according to market data.

The next concrete milestones to track: when Flex draws on the term loan and closes the EPC Power acquisition, and the SEC's review of the proxy statement and Axiom's Form 10 registration ahead of the spin-off shareholder vote.

Sources

• 8-K Filing — FLEX LTD. (FLEX) — SEC EDGAR