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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
AVNET, INC.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
053807103
(CUSIP Number)
c/o Alistair Boyle
Permira (Europe) Limited
Trafalgar Court, Les Banques
St. Peter Port, Guernsey Channel Islands GY1 3QL
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
Andrew P. Varney, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
1001 Pennsylvania Avenue, N.W.
Suite 800
Washington, D.C. 20004
February 14, 2006
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.|_|
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 14 Pages)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. 053807103 13D Page 3 of 15 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Permira Europe II Nominees Limited
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization Guernsey
7. Sole Voting Power
Number of 0
Shares
Beneficially 8. Shared Voting Power
Owned by 0
Each
Reporting 9. Sole Dispositive Power
Person 0
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ( )
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person (See Instructions)
CO
CUSIP No. 053807103 13D Page 4 of 15 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Permira Europe II Managers, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization Guernsey
7. Sole Voting Power
Number of 0
Shares
Beneficially 8. Shared Voting Power
Owned by 0
Each
Reporting 9. Sole Dispositive Power
Person 0
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ( )
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person (See Instructions)
PN
CUSIP No. 053807103 13D Page 5 of 15 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Permira (Europe) Limited
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization Guernsey
7. Sole Voting Power
Number of 0
Shares
Beneficially 8. Shared Voting Power
Owned by 0
Each
Reporting 9. Sole Dispositive Power
Person 0
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ( )
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person (See Instructions)
CO
CUSIP No. 053807103 13D Page 6 of 15 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Permira UK Venture IV Nominees Limited
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization Guernsey
7. Sole Voting Power
Number of 0
Shares
Beneficially 8. Shared Voting Power
Owned by 0
Each
Reporting 9. Sole Dispositive Power
Person 0
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ( )
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person (See Instructions)
CO
CUSIP No. 053807103 13D Page 7 of 15 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Schroder Venture Managers (Guernsey) Limited
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization Guernsey
7. Sole Voting Power
Number of 0
Shares
Beneficially 8. Shared Voting Power
Owned by 0
Each
Reporting 9. Sole Dispositive Power
Person 0
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ( )
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person (See Instructions)
CO
CUSIP No. 053807103 13D Page 8 of 15 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SV (Nominees) Limited
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization Guernsey
7. Sole Voting Power
Number of 0
Shares
Beneficially 8. Shared Voting Power
Owned by 0
Each
Reporting 9. Sole Dispositive Power
Person 0
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ( )
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person (See Instructions)
CO
CUSIP No. 053807103 13D Page 9 of 15 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Schroder Ventures Investment Limited
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization Guernsey
7. Sole Voting Power
Number of 0
Shares
Beneficially 8. Shared Voting Power
Owned by 0
Each
Reporting 9. Sole Dispositive Power
Person 0
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) ( )
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person (See Instructions)
CO
This Amendment No. 3 amends and supplements the statement on Schedule
13D filed by Permira Europe II Nominees Limited, Permira Europe II Managers
L.P., Permira (Europe) Limited, Permira UK Venture IV Nominees Limited,
Schroder Venture Managers (Guernsey) Limited, SV (Nominees) Limited, and
Schroder Ventures Investment Limited with the Securities and Exchange
Commission ("SEC") on July 15, 2005, and amended on July 22, 2005 and
January 25, 2006, relating to the Common Stock of Avnet, Inc., a New York
corporation (the "Company"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the
Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by adding the following immediately before
the final two paragraphs thereof:
Pursuant to an underwriting agreement, dated February 8, 2006 (the
"Underwriting Agreement"), by and among the Company, PE2 Nominees, VF4
Nominees and SV Nominees (the "Selling Stockholders") and the
representatives of the several underwriters listed in Schedule B thereto
(collectively, the "Underwriters"), the Underwriters agreed to purchase
from the Selling Stockholders and the Selling Stockholders agreed to sell
to the Underwriters, an aggregate of 15,700,000 shares of Common Stock (the
"Sale"). In addition, pursuant to the Underwriting Agreement, the Selling
Stockholders granted the Underwriters an option, exercisable within 30 days
after the date of the final prospectus (the "Prospectus") filed by the
Company on February 9, 2006 pursuant to Rule 424(b) of the Securities Act,
to purchase an additional 2,257,367 shares of Common Stock from the Selling
Stockholders at the same purchase price per share for the purpose of
covering over-allotments (the "Over-Allotment Option").
Pursuant to the Prospectus, the public offering price in the public
offering of Common Stock by the Company was $24.00 per share and the
underwriting discount was $0.84 per share. Pursuant to the Underwriting
Agreement, the Underwriters agreed to purchase shares of Common Stock in
the Sale and upon exercise of the Over-Allotment Option at a price per
share of $23.16 (which is net of underwriting discounts and commissions).
Accordingly, the Selling Stockholders sold an aggregate of 17,957,367
shares of Common Stock (including the Over-Allotment Option) to the
Underwriters at a price per share of $23.16 (which is net of underwriting
discounts and commissions) for an aggregate amount of $415,892,619.72. The
Underwriting Agreement contains standard terms and conditions for a public
offering including customary representations and warranties and indemnity
provisions. The foregoing description of the Underwriting Agreement is not
intended to be complete and is qualified in its entirety by the complete
text of the Underwriting Agreement, the form of which is filed as Exhibit 4
to this Schedule 13D.
The Sale of 17,957,367 shares of Common Stock held by the Reporting
Persons was consummated on February 14, 2006.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended in its entirety as follows:
(a) and (b)
As of the date hereof, none of the PE2 Nominees, VF4 Nominees and SV
Nominees own any shares of Common Stock, which represents, in the
aggregate, 0% of the Company's issued and outstanding shares of Common
Stock. The beneficial ownership percentages in this report are based on a
total of 146,281,787 shares outstanding as of February 2, 2006 (as reported
by the Company in the Prospectus).
(c) Except as set forth herein, to the knowledge of the Reporting
Persons with respect to the persons named in response to paragraph (a),
none of the persons named in response to paragraph (a) has effected any
transactions in shares of Common Stock during the past 60 days.
(d) No person other than the persons listed is known to have the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any securities owned by any member of the group.
(e) The Reporting Persons ceased to be the beneficial owner of more
than five percent of the Common Stock on February 14, 2006, based on a
total of 146,281,787 shares of Common Stock outstanding as of February 2,
2006 (as reported by the Company in the Prospectus).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended in its entirety by the following:
In connection with the Sale, on February 8, 2006, the Selling
Stockholders executed a lock-up agreement (the "Lock-Up Agreement) pursuant
to which the Selling Stockholders agreed not to offer, sell, contract to
sell, pledge or otherwise dispose of, directly or indirectly, any shares of
the Common Stock or securities convertible into or exchangeable or
exercisable for any shares of the Common Stock, enter into a transaction
that would have the same effect, or enter into any swap, hedge or other
arrangement that transfers, in whole or in part, any of the ownership of
the Common Stock, whether any of these transactions are to be settled by
delivery of the Common Stock or other securities, in cash or otherwise, or
publicly disclose the intention to make any offer, sale, pledge or
disposition, or to enter into any transaction, swap, hedge or other
arrangement, without, in each case, the prior written consent of the
Underwriters for a period of 81 days after February 8, 2006. The foregoing
description of the Lock-Up Agreement is not intended to be complete and is
qualified in its entirety by the complete text of the Lock-Up Agreement,
the form of which is filed as Exhibit 5 to this Schedule 13D.
In addition, as described under Item 4 above, certain of the Reporting
Persons have entered into the Securities Acquisition Agreement, the
Registration Rights Agreement, the Board Nominee Agreement and the
Underwriting Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
Exhibit No. Title
----------- -----
4 Underwriting Agreement, dated as of February 8, 2006,
between Avnet, Inc., the sellers named therein and
Goldman, Sachs & Co., Credit Suisse Securities (USA)
LLC, and Banc of America Securities LLC (as
Representatives of the Several Underwriters), which is
hereby incorporated by reference to the Current Report
on Form 8-K, Exhibit 1, filed by Avnet, Inc. on
February 10, 2006.
5 Form of Lock-Up Agreement, dated February 8, 2006, by
Permira Europe II Nominees Limited, Permira UK Venture
IV Nominees Limited and SV (Nominees) Limited.
Signature
After reasonable inquiry and to the best of the knowledge and belief
of each of the undersigned, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: February 14, 2006
PERMIRA EUROPE II
NOMINEES LIMITED
Signed by: /s/ Alistair Boyle
------------------
for and on behalf of
Permira Europe II Nominees
Limited
By: Alistair Boyle,
Alternate Director
PERMIRA (EUROPE) LIMITED
Signed by: /s/ Alistair Boyle
------------------
for and on behalf of
Permira (Europe) Limited
By: Alistair Boyle,
Alternate Director
PERMIRA EUROPE II MANAGERS, L.P.
BY: PERMIRA (EUROPE) LIMITED,
ITS GENERAL PARTNER
Signed by: /s/ Alistair Boyle
------------------
for and on behalf of
Permira (Europe) Limited, as General
Partner
By: Alistair Boyle,
Alternate Director
PERMIRA UK VENTURE IV
NOMINEES LIMITED
Signed on behalf of Permira
UK Venture IV Nominees
Limited:
Signed by: /s/ Tim Lowe
------------
Director
/s/ John Symons
---------------
for Doyle Administrators Ltd.
Secretary
(A) as nominee for Barings (Guernsey)
Limited as (i) Trustee of Schroder UK
Venture Fund IV Trust, and (ii)
Custodian of Schroder UK Venture Fund
IV LP1 and Schroder UK Venture Fund IV
LP2, and
(B) as nominee for Schroder Venture
Managers (Guernsey) Limited as manager
of the Schroder UK Venture Fund IV
Co-investment Scheme
SCHRODER VENTURE
MANAGERS (GUERNSEY) LIMITED
Signed by: /s/ Alistair Boyle
------------------
for and on behalf of
Schroder Venture Managers
(Guernsey) Limited
By: Alistair Boyle,
Alternate Director
SV (NOMINEES) LIMITED
Signed by: /s/ Alistair Boyle
------------------
for and on behalf of
SV (Nominees) Limited as nominee
for Schroder Ventures Investments
Limited
By: Alistair Boyle,
Alternate Director
SCHRODER VENTURES INVESTMENTS
LIMITED
Signed by: /s/Alistair Boyle
-----------------
for and on behalf of Schroder
Ventures Investments Limited
By: Alistair Boyle,
Alternate Director
EXHIBIT INDEX
Exhibit No. Title
----------- -----
4 Underwriting Agreement, dated as of February 8, 2006,
between Avnet, Inc., the sellers named therein and
Goldman, Sachs & Co., Credit Suisse Securities (USA)
LLC, and Banc of America Securities LLC (as
Representatives of the Several Underwriters), which is
hereby incorporated by reference to the Current Report
on Form 8-K, Exhibit 1, filed by Avnet, Inc. on
February 10, 2006.
5 Form of Lock-Up Agreement, dated February 8, 2006, by
Permira Europe II Nominees Limited, Permira UK Venture
IV Nominees Limited and SV (Nominees) Limited.
February 14, 2006
Avnet, Inc.
2211 South 47th Street
Phoenix, AZ 85034
GOLDMAN, SACHS & CO.
CREDIT SUISSE SECURITIES (USA) LLC
BANC OF AMERICA SECURITIES LLC,
As Representatives ("REPRESENTATIVES") of the Several
Underwriters (the "UNDERWRITERS"),
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, NY 10004
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010-3629
Banc of America Securities LLC
9 West 57th Street, 29th Floor
New York, NY 10019
Dear Sirs:
As an inducement to the Underwriters to execute the Underwriting
Agreement, pursuant to which an offering will be made that is intended to
result in an orderly market for the common stock, par value $1.00 per share
(the "SECURITIES") of Avnet, Inc., and any successor (by merger or
otherwise) thereto, (the "COMPANY"), the undersigned hereby agrees that
from the date of this agreement until and including the date 81 days after
the public offering date set forth on the final prospectus supplement used
to sell the Securities (the "PUBLIC OFFERING DATE") pursuant to the
Underwriting Agreement, to which you are or expect to become parties, the
undersigned (other than pursuant to the Underwriting Agreement) will not
offer, sell, contract to sell, pledge or otherwise dispose of, directly or
indirectly, any shares of Securities or securities convertible into or
exchangeable or exercisable for any shares of Securities, enter into a
transaction which would have the same effect, or enter into any swap, hedge
or other arrangement that transfers, in whole or in part, any of the
economic consequences of ownership of the Securities, whether any such
aforementioned transaction is to be settled by delivery of the Securities
or such other securities, in cash or otherwise, or publicly disclose the
intention to make any such offer, sale, pledge or disposition, or to enter
into any such transaction, swap, hedge or other arrangement, without, in
each case, the prior written consent of the Representatives. In addition,
the undersigned agrees that, without the prior written consent of the
Representatives, it will not, during the period commencing on the date
hereof and ending 81 days after the Public Offering Date (the "LOCK-UP
PERIOD"), make any demand for or exercise any right with respect to, the
registration of any Securities or any security convertible into or
exercisable or exchangeable for the Securities.
Any Securities received upon exercise of options granted to the
undersigned will also be subject to this Agreement. Any Securities acquired
by the undersigned in the open market will not be subject to this
Agreement. A transfer of Securities to a family member or trust may be
made, provided the transferee agrees to be bound in writing by the terms of
this Agreement prior to such transfer and no filing by any party (donor,
donee, transferor or transferee) under the Securities Exchange Act of 1934
shall be required or shall be voluntarily made in connection with such
transfer (other than a filing on a Form 5 made after the expiration of the
Lock-Up Period). Further, if the undersigned is a corporation, partnership
or other business entity, any transfer (a) in connection with the merger,
sale or other bona fide transfer in a single transaction of all or
substantially all of the undersigned's assets not undertaken for the
purpose of avoiding the restrictions imposed hereby; (b) to another
corporation, partnership or other business entity if the transferee and the
undersigned are direct or indirect affiliates or otherwise related; or (c)
as a part of a distribution without consideration from the undersigned to
its equity holders on a pro rata basis; provided that, in each case, it
shall be a condition of the transfer that the transferee agrees that it is
receiving and holding such Securities subject to the provisions of this
Agreement, and provided further that there shall be no further transfer of
such Securities except in accordance with Agreement, and provided further
that any such transfer shall not involve a disposition for value. It is
understood that if the Underwriting Agreement (other than the provisions
that survive termination) shall terminate or be terminated prior to payment
for and delivery of the Securities, the undersigned will be released from
its obligations under this agreement.
In furtherance of the foregoing, the Company and its transfer
agent and registrar are hereby authorized to decline to make any transfer
of shares of Securities if such transfer would constitute a violation or
breach of this Agreement.
This Agreement shall be binding on the undersigned and the
successors, heirs, personal representatives and assigns of the undersigned.
This Agreement shall lapse and become null and void if the Public Offering
Date shall not have occurred on or before March 31, 2006. THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
Very truly yours,
PERMIRA EUROPE II NOMINEES LIMITED
Signed by:
----------------------
Name:
Title:
for and on behalf of Permira
Europe II Nominees Limited
PERMIRA UK VENTURE IV NOMINEES LIMITED
Signed on behalf of Permira UK
Venture IV Nominees Limited:
Signed by:
---------------------------
Name:
Title:
(A) as nominee for Barings (Guernsey)
Limited as (i) Trustee of Schroder UK
Venture Fund IV Trust, and (ii) Custodian
of Schroder UK Venture Fund IV LP 1 and
Schroder UK Venture Fund IV LP2, and
(B) as nominee for Schroder Venture
Managers (Guernsey) Limited as manager of
the Schroder UK Venture Fund IV
Co-investment Scheme
SV (NOMINEES) LIMITED
Signed by:
---------------------------
Name:
Title:
for and on behalf of SV (Nominees)
Limited as nominee for Schroder Venture
Investments Limited