Kyndryl Holdings Issues $1.0B Senior Notes to Refinance 2026 Debt

What Happened

• Kyndryl Holdings, Inc. announced the sale of $600 million of 7.800% Senior Notes due 2029 and $400 million of 7.875% Senior Notes due 2032 via an underwriting agreement dated September 24, 2026; the supplemental indentures effecting the issuances are dated September 28, 2026. The offering was made under the company’s Form S-3 shelf registration. Kyndryl intends to use the net proceeds to repay $700 million aggregate principal of its 2.05% senior notes due October 2026 at maturity and to pay down its revolving credit facility balance and related fees.

Key Details

• Offering size and coupons: $600M 7.800% notes due Sept 28, 2029; $400M 7.875% notes due Jan 15, 2032.
• Interest payment dates: 2029 Notes pay interest Mar 28 and Sep 28 (first payment Mar 28, 2027); 2032 Notes pay Jan 15 and Jul 15 (first payment Jan 15, 2027).
• Security and ranking: both series are senior unsecured obligations that rank equally with Kyndryl’s other senior unsecured debt and are not guaranteed by subsidiaries.
• Redemption and covenants: notes may be redeemed at a make-whole price prior to the Par Call Dates (Aug 28, 2029 for 2029 Notes; Dec 15, 2031 for 2032 Notes) and at 100% of principal on/after those dates; the indenture limits incurrence of liens, sale-leaseback transactions, contains merger/consolidation restrictions, and requires repurchase on certain change-of-control events.
• Additional items: interest rates may adjust if rating agencies change the debt rating; legal opinion from Willkie Farr & Gallagher LLP was filed as an exhibit.

Why It Matters

• This transaction refinances $700M of lower-rate 2.05% notes maturing in October 2026 with higher-coupon long-term debt, extending maturities to 2029 and 2032 and altering the company’s interest cost profile. Repayment of the maturing notes and reduction of revolving credit balances may improve near-term liquidity maturity risk, but the new notes carry substantially higher coupon rates, which will increase interest expense relative to the replaced notes. The notes are unsecured and not guaranteed by subsidiaries, and the indenture contains customary covenants and change-of-control protections that investors should note when assessing Kyndryl’s credit and capital structure.