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ARROW ELECTRONICS, INC.

Regulatory Filings Sep 23, 2009

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FWP 1 y79325fpfwp.htm FWP fwp PAGEBREAK

Issuer Free Writing Prospectus Filed pursuant to Rule 433(d) Registration No. 333-162070 September 23, 2009

Arrow Electronics, Inc.

Pricing Term Sheet

September 23, 2009

6.000% Notes due April 1, 2020

Issuer: Arrow Electronics, Inc.
Principal Amount: $300,000,000
Maturity: April 1, 2020
Coupon: 6.000% per annum, accruing from
September 30, 2009
Price to Public: 99.969%
Yield to Maturity: 6.004%
Spread to Benchmark Treasury: 2.500%
Benchmark Treasury: 3.625% August 15, 2019
Benchmark Treasury Spot and Yield: 101-00; 3.504 %
Interest Payment Dates: April 1 and October 1, commencing
April 1, 2010
Make-Whole Call: Treasury Rate plus 40 basis points
Trade Date: September 23, 2009
Settlement Date: September 30, 2009 (T+5)
Denominations: $2,000 and higher multiples of $1,000
Ratings: Moody’s: Baa3 / S&P: BBB- / Fitch: BBB-
Joint Book-Running Managers: Banc of America Securities LLC J.P. Morgan Securities Inc. Goldman, Sachs & Co.
Co-Managers: Credit Suisse Securities (USA) LLC Morgan Stanley & Co. Incorporated BNP Paribas Securities Corp. Mitsubishi UFJ Securities (USA), Inc. Scotia Capital (USA) Inc.
CUSIP/ISIN: 042735BA7/US042735BA76
Tender Offer for 9.15% Senior
Notes due 2010: On September 23, 2009, the Company
commenced a fixed price cash tender
offer (the “tender offer”) for any
and all of its outstanding $200
million in aggregate principal amount
of 9.15% Senior Notes due 2010 (the
“2010 notes”). The consideration for
the 2010 notes validly tendered and
accepted for payment pursuant to the
tender offer is $1,077.50 per $1,000
principal amount of the 2010 notes.
In addition, the Company will pay all
accrued and unpaid interest on the
2010 notes purchased pursuant to the
tender offer up to, but not including,
the settlement date for the tender
offer.
The tender offer is being made on the
terms and subject to the conditions
set forth in the offer to purchase,
dated September 23, 2009, relating to
the tender offer. The tender offer may
not be consummated in accordance with
its terms, or at

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all, so all or a portion of the 2010 notes may remain outstanding. This offering is not conditioned upon the successful consummation of the tender offer.

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

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 at 1-800-294-1322, J.P. Morgan Securities Inc. collect at 212-834-4533 or Goldman, Sachs & Co. at Prospectus Department, 85 Broad Street, New York, NY 10004, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing [email protected].

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

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