Obligation Avnet Global 4.875% ( US053807AR45 ) en USD

Avnet Global

100 % ▼

Etats-unis

US053807AR45 ( en USD )

4.875% par an ( paiement semestriel )

30/11/2022 - Obligation échue

Prospectus brochure de l'obligation Avnet Inc US053807AR45 en USD 4.875%, échue

2 000 USD

350 000 000 USD

053807AR4

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

Avnet, Inc. est une société mondiale de distribution de composants électroniques et de services de chaîne d'approvisionnement, fournissant des solutions à des fabricants dans divers secteurs.

L'Obligation émise par Avnet Global ( Etats-unis ) , en USD, avec le code ISIN US053807AR45, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/11/2022

L'Obligation émise par Avnet Global ( Etats-unis ) , en USD, avec le code ISIN US053807AR45, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Avnet Global ( Etats-unis ) , en USD, avec le code ISIN US053807AR45, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
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424B2 1 d431661d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-184871
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee (1)
4.875% Notes due 2022

$350,000,000
$47,740

(1)
Calculated in accordance with Rule 456(b) and Rule 457(r) of the Securities Act of 1933.
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Prospectus Supplement
November 20, 2012
(To Prospectus dated November 9, 2012)

4.875% Notes due 2022

Avnet will pay interest on the notes on June 1 and December 1 of each year, commencing on June 1, 2013. The notes will mature on December 1, 2022, unless earlier
redeemed.
Avnet may redeem some or all of the notes at any time at the "make-whole" redemption price set forth under "Description of the Notes--Optional Redemption" in this
prospectus supplement, plus accrued and unpaid interest, if any, to the redemption date. If Avnet experiences a change of control triggering event, Avnet may be required to
purchase the notes from holders at a price equal to 101% of their principal amount plus accrued and unpaid interest to the repurchase date as described under "Description of the
Notes--Change of Control" in this prospectus supplement.
The notes will be Avnet's senior unsecured obligations and will rank equally with Avnet's other existing and future senior unsecured indebtedness.
See "Risk Factors" beginning on page S-7 of this prospectus supplement and in our Annual Report on Form 10-K for the fiscal
year ended June 30, 2012, incorporated herein by reference, to read about risks you should consider before investing in the notes.
The notes will not be listed on any securities exchange. There is currently no market for the notes.

Underwriting
Proceeds (Before

Price to Public (1)

Discount

Expenses) to Avnet
Per note

99.788%

0.650%

99.138%
Total

$ 349,258,000
$2,275,000
$ 346,983,000

(1)
Plus accrued interest from November 27, 2012, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
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prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect that delivery of the notes in book-entry form will be made through the facilities of The Depository Trust Company and its participants,
including Euroclear Bank S.A./N.V., and Clearstream Banking, société anonyme, on or about November 27, 2012.

Joint Book-Running Managers

Co-Managers

BNP PARIBAS

Mitsubishi UFJ Securities

Scotiabank

HSBC
J.P. Morgan

PNC Capital Markets LLC

Wells Fargo Securities
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Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
Forward-Looking Statements

S-ii
Where You Can Find More Information

S-iii
Incorporation by Reference

S-iii
Summary

S-1

Risk Factors

S-7

Ratio of Earnings to Fixed Charges

S-10
Use of Proceeds

S-10
Capitalization

S-11
Description of the Notes

S-12
Material U.S. Federal Income Tax Considerations to Non-U.S. Holders

S-26
Underwriting (Conflicts of Interest)

S-29
Validity of the Notes

S-32
Experts

S-32
PROSPECTUS

About This Prospectus

1

Where You Can Find More Information

2

Incorporation of Certain Documents by Reference

2

The Company

3

Risk Factors

3

Use of Proceeds

3

Description of Securities

4

Plan of Distribution

4

Validity of Securities

5

Experts

5

This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of this offering and certain other matters relating to us
and our financial condition. The second part is the prospectus, which gives more general information, some of which may not apply to this offering. You should read the entire
prospectus supplement and the accompanying prospectus, including the documents incorporated by reference that are described under "Where You Can Find More Information" in
this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus and any written
communication from us specifying the final terms of the offering. Avnet has not, and the underwriters have not, authorized anyone to provide you with information that is different.
To the extent the information in this prospectus supplement differs from the information contained in the prospectus, you should rely on information in this prospectus supplement.
This prospectus supplement and the accompanying prospectus may only be used where it is legal to sell these securities. The information contained or incorporated by reference in
this prospectus supplement or the accompanying prospectus and any written communication from us specifying the final terms of the offering, is only accurate as of the date of the
applicable document.
References in this prospectus supplement and the accompanying prospectus to "we," "us," "our," the "Company" and "Avnet" are to Avnet, Inc. and its consolidated
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subsidiaries, unless otherwise specified or unless the context otherwise requires.

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FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus contain or incorporate by reference forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the
financial condition, results of operations and business of Avnet. These statements are based on management's current expectations and are subject to uncertainties and changes in
factual circumstances. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by them. You
can find many of these statements by looking for words like "believes," "plans," "expects," "anticipates," "should," "will," "may," "estimates" or similar expressions in this
prospectus supplement and the accompanying prospectus or in documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
The forward-looking statements are subject to numerous assumptions, risks and uncertainties. You should not place undue reliance on forward-looking statements, each
of which speaks only as of the date on which such statement is made. Avnet does not assume any obligation to update any forward-looking statement to reflect events or
circumstances that occur after the date on which the statement is made. The following factors and the "Risk Factors" beginning on page S-7 of this prospectus supplement and in our
Annual Report on Form 10-K for the fiscal year ended June 30, 2012, incorporated herein by reference, as well as other potential risks and uncertainties that are discussed in our
reports and documents filed with the Securities and Exchange Commission (the "SEC"), could affect Avnet's future results, and could cause those results or other outcomes to differ
materially from those expressed or implied in the forward-looking statements:

· the effect of global economic conditions, including the current global economic uncertainty;

· general economic and business conditions (domestic and foreign) affecting Avnet's financial performance and, indirectly, Avnet's credit ratings, debt covenant

compliance, and liquidity and access to financing;

· competitive pressures among distributors of electronic components and computer products resulting in increased competition for existing customers or

otherwise;

· adverse effects on our supply chain, shipping costs, customers and suppliers, including as a result of issues caused by natural and weather-related disasters;

· risks relating to our international sales and operations, including risks relating to the ability to repatriate funds, foreign currency fluctuations, duties and taxes

and compliance with international and U.S. laws that apply to our international operations;

· cyclicality in the technology industry, particularly in the semiconductor sector;

· allocation of products by suppliers; and

· legislative or regulatory changes affecting Avnet's businesses.

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WHERE YOU CAN FIND MORE INFORMATION
This prospectus supplement and the accompanying prospectus are a part of a registration statement on Form S-3, which Avnet filed with the SEC under the Securities
Act. Avnet refers you to this registration statement for further information concerning Avnet and this offering.
Avnet files annual, quarterly and special reports, proxy statements and other information with the SEC (File No. 1-4224). These filings contain important information
which does not appear in this prospectus supplement or the accompanying prospectus. For further information about Avnet, you may obtain these filings over the Internet at the
SEC's website at http://www.sec.gov. Avnet also posts certain of these filings on its web site at www.avnet.com. Information contained on our website is not intended to be
incorporated by reference in this prospectus supplement or the accompanying prospectus and you should not consider that information a part of this prospectus supplement or the
accompanying prospectus. Our website address is included in this prospectus supplement as an inactive textual reference only. You may also read and copy these filings at the
SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the
SEC at 800-732-0330.
INCORPORATION BY REFERENCE
The SEC allows Avnet to "incorporate by reference" information into this prospectus supplement and the accompanying prospectus, which means that Avnet can
disclose important information to you by referring you to other documents which Avnet has filed or will file with the SEC. Avnet is incorporating by reference in this prospectus
supplement and the accompanying prospectus (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

· Avnet's Annual Report on Form 10-K for the fiscal year ended June 30, 2012;

· Avnet's Quarterly Report on Form 10-Q for the quarter ended September 29, 2012; and

· a portion of Avnet's Current Report on Form 8-K filed on August 8, 2012 (Item 8.01 only) and Avnet's Current Reports on Form 8-K filed on August 10,

2012, August 24, 2012 and November 5, 2012.
All documents which Avnet files with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding information "furnished" pursuant to
Item 2.02 or Item 7.01, or corresponding information furnished under Item 9.01 or included as an exhibit, on any current report on Form 8-K), after the date of this prospectus
supplement and before the termination of this offering of securities will be deemed to be incorporated by reference in this prospectus supplement and the accompanying prospectus
and to be a part of it from the filing date of such documents. Certain statements in or portions of a future document incorporated by reference in this prospectus supplement and the
accompanying prospectus may update and replace statements in and portions of this prospectus supplement and the accompanying prospectus or the above listed documents.
Nothing in this prospectus supplement and the accompanying prospectus will be deemed to incorporate information furnished but not filed with the SEC.
Avnet will provide you without charge, upon your written or oral request, a copy of the indenture relating to the notes offered hereby, and any of the documents
incorporated by reference in this prospectus supplement and the accompanying prospectus, other than exhibits to such documents which are not specifically incorporated by
reference into such documents. Please direct your written or telephone requests to the Corporate Secretary, Avnet, Inc., 2211 South 47th Street, Phoenix, Arizona 85034 (telephone
(480) 643-2000).

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SUMMARY
The following summary contains information about Avnet and this offering. It does not contain all of the information that may be important to you in making
a decision to purchase the notes. For a more comprehensive understanding of Avnet and this offering, Avnet urges you to read this entire prospectus supplement and the
accompanying prospectus carefully, including the documents incorporated by reference herein, and Avnet's consolidated financial statements and related notes
contained in such documents.
Avnet, Inc.
Avnet is one of the world's largest industrial distributors, based on sales, of electronic components, enterprise computer and storage products and embedded
subsystems. Avnet creates a vital link in the technology supply chain that connects the world's leading electronic component and computer product manufacturers and software
developers with a global customer base of original equipment manufacturers, or OEMs, electronic manufacturing services providers, original design manufacturers and
value-added resellers, or VARs. Avnet distributes electronic components, computer products and software as received from its suppliers or with assembly or other value
added by Avnet. Additionally, Avnet provides engineering design, materials management and logistics services, system integration and configuration, and supply chain
services that can be customized to meet the requirements of both customers and suppliers.
Avnet has two primary operating groups--Electronics Marketing and Technology Solutions. Both operating groups have operations in each of the three major
economic regions of the world: the Americas; Europe, the Middle East and Africa; and Asia/Pacific, consisting of Asia, Australia and New Zealand. Each operating group
has its own management team led by a group president and includes a regional president and senior executives within the operating group who manage the various functions
within the businesses. Each operating group also has distinct financial reporting that is evaluated at the corporate level on which operating decisions and strategic planning
for the company as a whole are made. Divisions exist within each operating group that serve primarily as sales and marketing units to further streamline the sales and
marketing efforts within each operating group and enhance each operating group's ability to work with its customers and suppliers, generally along more specific product
lines or geographies. However, each division relies heavily on the support services provided by the operating group as well as centralized support at the corporate level.
Electronics Marketing markets and sells semiconductors and interconnect, passive and electromechanical devices and embedded products for the world's leading
electronic component manufacturers. Electronics Marketing markets and sells its products and services to a diverse customer base serving many end-markets, including
automotive, communications, computer hardware and peripheral, industrial and manufacturing, medical equipment, military and aerospace. Electronics Marketing also offers
an array of value-added services that help customers evaluate, design-in and procure electronic components throughout the lifecycle of their technology products and systems.
As a global IT solutions distributor, Technology Solutions collaborates with its customers and suppliers to create and deliver services, software and hardware
solutions that address the business needs of end-user customers locally and around the world. Technology Solutions focuses on the global value-added distribution of
enterprise computing servers and systems, software, storage, services and complex solutions from the world's foremost technology manufacturers, marketing and selling them
to and through the VAR channel. Technology Solutions also serves the worldwide OEM market for computing technology, system integrators and non-PC OEMs that require
embedded systems and solutions including engineering, product prototyping, integration and other value-added services. The operating group has sales and marketing
divisions dedicated to these customer segments as well as independent software vendors.

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Avnet's common stock is quoted on the New York Stock Exchange under the symbol "AVT."
Avnet's principal executive offices are located at 2211 South 47th Street, Phoenix, Arizona 85034. Avnet's main telephone number is (480) 643-2000.

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The Offering
The following summary contains basic information about the notes. It does not contain all the information that may be important to you. For a more
complete understanding of the notes, see "Description of the Notes" in this prospectus supplement.

Issuer
Avnet, Inc., a New York corporation.

Notes Offered
$350 million in aggregate principal amount of 4.875 % Notes due 2022.

Maturity
December 1, 2022.

Interest
Interest on the notes will accrue from the date of their original issuance at the annual rate of 4.875% per
year and will be payable in cash semi-annually in arrears on June 1 and December 1 of each year,
commencing on June 1, 2013.

Ranking
The notes will be Avnet's senior unsecured obligations and will rank equally in right of payment with all of
Avnet's other existing and future senior unsecured indebtedness. At September 29, 2012, Avnet had
approximately $1,388.1 million of unsecured senior indebtedness outstanding, including indebtedness
incurred under Avnet's senior unsecured credit facility. The notes will not be guaranteed by any of Avnet's
subsidiaries. The subsidiary debt to which the notes would be effectively subordinated totaled $249.4
million at September 29, 2012.

Optional Redemption
Avnet may, at its option, redeem some or all of the notes at any time, or from time to time, at the "make-
whole" redemption price described under "Description of the Notes--Optional Redemption," plus accrued
and unpaid interest, if any, to the redemption date.

Change of Control
If a Change of Control Triggering Event (as defined herein) occurs, each holder will have the right to
require Avnet to repurchase all or any part ($2,000 or an integral multiple of $1,000 in excess thereof) of
such holder's notes at a redemption price equal to 101% of the aggregate principal amount of notes
repurchased plus accrued and unpaid interest, if any, on the notes repurchased, to the repurchase date. See
"Description of the Notes--Change of Control."

Covenants
The indenture governing the notes contains covenants for the benefit of noteholders. These covenants
restrict our ability to:

· incur certain secured debt;

· enter into sale and lease-back transactions; or

· consolidate, merge or sell or transfer all or substantially all of our assets.

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