The following changes are being made to the “Description of Debt Securities” section in the
Prospectus dated September 22, 2008 (the “Prospectus”) to generally conform the Limitations on
Secured Debt covenant and the definition of “Unrestricted Subsidiary” to the similar covenant and
definition in Anixter’s Indenture that is applicable to its 5.95% Senior Notes due 2015:
(i) The exception contained in the sixth bullet of the covenant titled “Certain Covenants
of Anixter and Anixter International—Limitations on Secured Debt” on page 9 of the Prospectus is
deleted and will be replaced with the following:
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“Security Interests securing indebtedness of Anixter or a Restricted Subsidiary owing to an
Unrestricted Subsidiary of the character described in clause (c) of the definition of
Unrestricted Subsidiary that finances accounts receivable;” |
(ii) The definition of Unrestricted Subsidiary on page 18 of the Prospectus under “Certain
Covenants of Anixter and Anixter International—Certain Definitions” is deleted in its entirety
and replaced with the following:
“Unrestricted Subsidiary” means (a) any Subsidiary acquired or organized after the date of the
Second Supplemental Indenture to the Indenture, provided, however, that such Subsidiary is not a
successor, directly or indirectly, to, and does not directly or indirectly own any equity interest
in, any Restricted Subsidiary, (b) any Subsidiary the principal business and assets of which are
located outside the United States of America (including its territories and possessions), (c) any
Subsidiary the principal business of which consists of financing the acquisition or disposition of
machinery, equipment, inventory, accounts receivable and other real, personal and intangible
property by persons including Anixter, Anixter International or a Subsidiary, (d) any Subsidiary
the principal business of which is owning, leasing, dealing in or developing real property for
residential or office building purposes, and (e) any Subsidiary substantially all the assets of
which consist of stock or other securities of an Unrestricted Subsidiary or Unrestricted
Subsidiaries of the character described in clauses (a) through (d) of this paragraph, unless and
until, in each of the cases specified in this paragraph, any such Subsidiary shall have been
designated to be a Restricted Subsidiary pursuant to clause (b) of the definition of “Restricted
Subsidiary.”
(iii) The following sentence at the end of the definition of Secured Debt on page 17 of the
Prospectus under “Certain Covenants of Anixter and Anixter International—Certain Definitions” is
deleted in its entirety:
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“Notwithstanding the foregoing, a binding commitment to lend under a revolving credit
facility shall be deemed to be an incurrence of indebtedness in the full amount of such
commitment on the date that such commitment is entered into, regardless of whether the full
amount of such revolving credit facility is actually borrowed, and thereafter the amount of
such commitment shall be deemed to be fully borrowed at all times for purposes of the
“Limitations on Secured Debt” covenant.” |
(iv) The definition of Secured Leverage Ratio on page 17 of the Prospectus under “Certain
Covenants of Anixter and Anixter International—Certain Definitions” is deleted in its entirety.
The following changes are being made to the “Supplemental Description of the Notes” section in the
Preliminary Prospectus Supplement (as defined below):
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(i) The following sentence at the end of the definition of Total Debt on page S-20 of the
Preliminary Prospectus Supplement under “Certain Covenants of Anixter and Anixter
International—Certain Definitions” is deleted in its entirety:
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“Notwithstanding the foregoing, a binding commitment to lend under a revolving credit
facility shall be deemed to be an incurrence of indebtedness in the full amount of such
commitment on the date that such commitment is entered into, regardless of whether the full
amount of such revolving credit facility is actually borrowed, and thereafter the amount of
such commitment shall be deemed to be fully borrowed at all times for purposes of the Total
Leverage Ratio.” |
(ii) The parenthetical “(other than under a revolving credit facility as set forth in the
last sentence of the definition of Total Debt)” in the first sentence of the second paragraph of
the definition of Total Leverage Ratio on page S-21 of the Preliminary Prospectus Supplement under
“Certain Covenants of Anixter and Anixter International—Certain Definitions” is deleted in its
entirety and replaced with the following:
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"(other than the incurrence or repayment of Indebtedness in the ordinary course of
business for working capital purposes pursuant to any revolving credit arrangement)” |
The information in this term sheet supplements Anixter’s preliminary prospectus supplement, dated
March 2, 2009 (the “Preliminary Prospectus Supplement”) and supersedes the information in the
Preliminary Prospectus Supplement to the extent inconsistent with the information in the
Preliminary Prospectus Supplement. This term sheet is qualified in its entirety by reference to the
Preliminary Prospectus Supplement. Terms used herein but not defined herein shall have the
respective meanings as set forth in the Preliminary Prospectus Supplement.
Other financial information presented in the Preliminary Prospectus Supplement is deemed to have
changed to the extent effected by the changes described herein.
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any
dealer participating in the offering will arrange to send you the prospectus if you request it by
calling Banc of America Securities LLC toll-free 1-800-294-1322 or by e-mailing a request to
dg.prospectus distribution@bofasecurities.com or by calling J.P. Morgan Securities Inc. at
the following collect number: 1-212-834-4533 or by calling Wachovia Capital Markets, LLC at the
following toll -free number: 1-866-289-1262 or by calling Scotia Capital (USA) Inc. at the
following toll -free number: 1-800-372-3930.
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