EASTMAN CHEMICAL CO 8-K

What Happened

• Eastman Chemical Company announced on February 20, 2026 that it issued $600,000,000 aggregate principal amount of 4.500% Notes due 2031 in a public offering pursuant to a Form S-3 registration. The Notes were issued under the company’s June 5, 2012 indenture (Computershare Trust Company, N.A., trustee). Interest is paid semi‑annually on February 20 and August 20, beginning August 20, 2026. The Notes mature on February 20, 2031.

Key Details

• Principal amount: $600,000,000; coupon: 4.500% per year; maturity: Feb 20, 2031.
• Net proceeds expected: approximately $593.7 million after underwriting discounts and offering expenses.
• Underwriters: Barclays, BofA Securities, Citigroup, J.P. Morgan, and Mizuho (representatives); underwriting agreement dated Feb 17, 2026.
• Redemption/repurchase features: company may redeem prior to Jan 20, 2031 (the “Par Call Date”) at a make‑whole price (Treasury Rate + 15 bps formula) or at 100% on/after Par Call Date; change‑of‑control plus downgrade by both Moody’s and S&P requires offer to purchase at 101% of principal plus accrued interest.

Why It Matters

• This issuance provides Eastman with longer‑term unsecured financing (net ~ $593.7M) for general corporate purposes, including possible repayment of other debt, working capital, capital expenditures, or strategic initiatives.
• The Notes are general unsecured obligations and rank equally with other unsecured, unsubordinated debt but behind any secured creditors and above subordinated debt; they are structurally subordinated to liabilities of subsidiaries. Investors should note the make‑whole redemption mechanics, change‑of‑control repurchase protections, and events of default that could accelerate payment.
• The filing includes the indenture, form of note, underwriting agreement and counsel opinion (Cleary Gottlieb Steen & Hamilton LLP).