Autodesk, Inc. Announces $1B Notes Offering to Refinance Term Loan

What Happened
Autodesk announced on Sept. 8–10, 2026 that it entered into an underwriting agreement and issued $500 million of 5.050% notes due 2029 and $500 million of 5.650% notes due 2033 in a public offering. The offering was led by Morgan Stanley, BNP Paribas and Citigroup. Autodesk intends to use the net proceeds, together with cash on hand, to repay $1.0 billion of borrowings under its Term Loan Credit Agreement dated June 15, 2026. The notes are issued under the company’s December 13, 2012 indenture as supplemented by a seventh supplemental indenture dated Sept. 10, 2026.

Key Details

• Offering size: $1.0 billion total (two tranches of $500M each).
• Rates & maturities: 5.050% notes due March 15, 2029; 5.650% notes due Sept. 15, 2033. Interest payable semi‑annually beginning March 15, 2027.
• Use of proceeds: repay $1.0 billion outstanding under the June 15, 2026 Term Loan Credit Agreement.
• Covenants & protections: limited affirmative and negative covenants (restrictions on liens on principal property, sale-leaseback transactions, and certain mergers/consolidations); change‑of‑control repurchase obligation if ratings are downgraded below investment grade; events of default include missed payments, covenant breaches, bankruptcy (acceleration possible).
• Legal: underwriting agreement and supplemental indenture filed as exhibits; counsel Wilson Sonsini issued a legal opinion dated Sept. 10, 2026.

Why It Matters
This transaction replaces a $1.0B term loan with publicly issued fixed‑rate notes, locking in known interest costs (5.05% and 5.65%) and setting defined maturities (2029 and 2033). For investors, the move affects Autodesk’s long‑term debt profile and interest obligations but does not introduce new contingent liabilities beyond the usual indenture covenants and repurchase triggers on downgrade/change of control. The filing and counsel opinion confirm the offering’s legal and documentation aspects.