Flex’s $4.4B AI Power Deal Leans on a 364-Day Loan Due After Its Planned Spin-Off

Flex EPC Power acquisition: power conversion cabinets beside AI data center server racks

TL;DR · 30-second read

The Short Version

Flex, a company that builds electronics for other brands, paid $4.4 billion in cash for EPC Power, and its stock fell almost 6% afterward.

EPC Power makes equipment that converts and steadies electricity for power grids and for data centers, the warehouse-sized computer buildings that run artificial intelligence.

A quarter of the price came from a one-year loan. That loan comes due after Flex plans to split its power business into a separate company in early 2027, so how the debt is finally paid off is still unsettled.

Flex Ltd. completed its acquisition of EPC Power on October 14, 2026, paying $4.4 billion in cash, subject to customary adjustments. EPC Power makes power conversion systems for data centers and electric grids. Flex’s 8-K filed that day says it funded the price with three sources: borrowings under a credit facility, a newly drawn $1.1 billion bridge loan, and cash on hand. EPC Power now sits inside Flex’s Cloud and Power Infrastructure segment. Flex plans to spin that segment off as Axiom Solutions International, Inc. in the first calendar quarter of 2027.

Traders Union reported that Flex shares fell almost 6% after the deal closed. A day earlier, a separate 8-K disclosed that Flex and Amazon subsidiaries had amended an existing Amazon warrant so that it carries over into the planned Axiom spin-off. A warrant is a right to buy shares at a set price.

Executive Summary

Flex has moved from building power equipment to other companies’ designs to owning a power conversion technology outright. Power conversion is the step that turns grid electricity into the form servers and batteries can use. EPC Power brings proprietary hardware, software and controls, U.S.-based engineering and manufacturing, and more than 15 gigawatts of deployed technology. Its platform is engineered for the 800-volt power designs that dense AI data centers are moving toward. In Flex’s announcement, CEO Revathi Advaithi said the combination can help customers address “the growing power demands of AI infrastructure with more efficient, resilient and integrated solutions.”

The financing is the more revealing part. A quarter of the purchase price came from a $1.1 billion bridge loan, which is temporary financing meant to be replaced later. It matures on October 13, 2027. Flex’s spin-off target is the first quarter of 2027, so the loan, as written, is due months after the separation date. How Flex refinances that debt, and where it ends up between Flex and Axiom, is now part of the separation’s unfinished business.

The share decline after the close shows that investors are weighing what it costs a contract manufacturer to own data-center power technology rather than build it to order. That cost includes $4.4 billion in cash, short-dated floating-rate debt and quarterly leverage tests. The strategic case Flex makes for the deal may well prove out, but Flex has not yet given the numbers needed to judge it.

A One-Year Loan That Outlives the Separation Date

Flex’s October 14 8-K lays out how the deal was paid for. On October 9, Flex signed a bridge credit agreement, with Citibank as administrative agent, committing $1.1 billion of senior term debt. On closing day, Flex drew the full amount in a single advance. The facility matures on October 13, 2027, 364 days after funding. A bridge loan is a stopgap. Companies use it to close a deal quickly and then repay it from longer-term debt, other borrowing or cash generated by the business.

The timing is what matters. Flex says it intends to separate its Cloud and Power Infrastructure business, which now includes EPC Power, as Axiom Solutions International in the first calendar quarter of 2027. The bridge is therefore scheduled to remain outstanding after the separation target. The borrower is Flex itself. No subsidiary guarantees the loan, although Flex may add subsidiary guarantors at any time. Flex’s own cautionary language lists “the ability to achieve anticipated capital structures, credit ratings, and financing in connection with the spin-off” as a risk. Closing the acquisition did not finish its financing. Flex still has to settle that as part of the separation.

The terms also show the carrying cost. The loan floats at either Term SOFR (a benchmark short-term US lending rate) or a base rate, plus a margin set by Flex’s senior unsecured debt ratings. Its cost therefore moves with interest rates and with how rating agencies view Flex after a $4.4 billion cash outlay. Two tests apply every quarter while the loan is outstanding. Debt may not exceed 4.5 times EBITDA, a measure of annual operating earnings before interest, taxes, depreciation and amortization. Earnings must also cover interest at least three times. The loan also restricts new debt, liens, asset sales and mergers, subject to exceptions. These terms are customary, but they apply during the exact months when Flex is redrawing its corporate structure. The people affected are Flex shareholders, future Axiom shareholders, and the lenders and rating agencies who will price Axiom’s first balance sheet.

Why a Contract Manufacturer Wants Its Own Power Technology

Flex describes itself as a manufacturing partner that helps brands design, build and manage products across 30 countries. That model pays for production skill and scale, not for owning designs. EPC Power is a different kind of asset. It combines proprietary hardware, software and controls, which gives Flex intellectual property in a part of the data center that AI is putting under strain: getting more electricity to each rack, efficiently and reliably.

Two technical claims anchor the deal. The first is 800-volt power distribution. Carrying power inside a facility at higher voltage moves the same energy with less current, which matters as AI racks draw more power. The second is grid-forming conversion. Grid-forming equipment can set voltage and frequency on its own instead of following the grid’s signal, which supports grid stability and backup power. Flex pairs these with its existing power, cooling and compute offerings to argue for integrated supply. Data center builders would get one vendor for a larger share of the power path.

Some of this is substantiated and some is not yet. The 15-gigawatt deployed figure establishes EPC Power’s track record, but it is an installed base that spans grid and data center uses, not a measure of orders or data-center demand. Flex has not paired the $4.4 billion price with EPC Power’s revenue, earnings or backlog. Readers therefore cannot yet judge what multiple Flex paid, or how quickly the business must grow to justify the debt behind it.

What the Share Decline Does and Does Not Settle

The purchase agreement itself was not new. Flex signed it on September 3 and disclosed it then. What arrived with the close was the executed financing: a quarter of the price in one-year floating-rate debt, alongside credit-facility borrowings and cash. A decline of almost 6% on that news fits investors re-pricing Flex for the balance-sheet cost of owning power technology outright, especially ahead of a separation whose capital structure is not yet public. A share move does not explain itself, however. Flex has not commented on it, and other factors could have contributed.

The deal also has protections for Flex. It used a “locked box” structure, which fixed EPC Power’s enterprise value as of June 30, 2026. The seller, Charge Parent, LLC, agreed not to let value leak out of the business before closing, subject to permitted exceptions. That gives Flex price certainty. The open question is not what Flex paid. It is how the purchase will be financed after the separation and what EPC Power will earn in return.

Amazon’s Warrant Follows the Power Business Into Axiom

A separate 8-K filed October 13 shows a hyperscaler, a company running cloud computing at enormous scale, positioned in the new structure. On October 9, Flex and two Amazon subsidiaries amended a warrant from August 15, 2025. The warrant gives Amazon the right to buy up to 3,859,851 Flex shares at $51.29 each. Flex plans to distribute between approximately 88.0% and 94.0% of Axiom’s shares to Flex shareholders, in proportion to their holdings. Under the amendment, Amazon will not receive Axiom shares in that distribution. Instead, Axiom will issue Amazon.com Services LLC a fully vested warrant to buy Axiom shares at $0.01 each. The number of shares will be sized from the intrinsic value of Amazon’s existing warrant just before the distribution, meaning the amount by which Flex’s share price then exceeds $51.29.

In effect, whatever value Amazon’s position holds on the eve of the spin-off becomes a near-costless claim on the company that will own EPC Power. The filing does not describe a commercial commitment by Amazon to Axiom. Even so, it gives one of the largest cloud operators a direct equity stake in a pure-play supplier of data-center power and cooling. Future Axiom shareholders will want that dilution sized before the distribution.

Background

Flex Ltd., incorporated in Singapore, is a large contract manufacturer. It designs, builds and manages products for other brands across 30 countries. In recent years it has positioned itself as a supplier of power, cooling and IT infrastructure for data centers, the segment it calls Cloud and Power Infrastructure. Flex has announced plans to separate that segment as a stand-alone public company, Axiom Solutions International, Inc., in the first calendar quarter of 2027.

EPC Power, a Delaware corporation, makes power conversion equipment. This equipment sits between the grid, batteries and backup systems on one side and the electrical loads they serve on the other. Flex agreed on September 3, 2026, to buy all of EPC Power’s equity from Charge Parent, LLC, and completed the deal on October 14. Power conversion has become a focus for AI data center builders because each new generation of AI hardware concentrates more electrical load into every rack.

Sources

Source: Flex shares drop almost 6% after completing $4.4 billion EPC Power purchase (Traders Union) on Flex’s share move after closing the EPC Power acquisition.

Primary sources: Flex Ltd. Form 8-K filed October 14, 2026 (bridge credit agreement and completion of the EPC Power acquisition); Flex press release, “Flex Completes Acquisition of EPC Power, Expanding Power Conversion Capabilities for AI Data Centers and Grid Applications” (Exhibit 99.1); Flex Ltd. Form 8-K filed October 13, 2026 (Amazon warrant amendment tied to the Axiom spin-off).