Fuller H B Co: commences $950,000,000 senior notes offering

What happened Fuller H B Co announced it commenced an offering of $950,000,000 aggregate principal amount of new senior unsecured notes due 2034 in a private offering exempt from registration under the Securities Act. The filing states the company intends to use proceeds, together with other available cash and borrowings, to fund the purchase price for the acquisition of Advanced Medical Solutions Group plc (AMS) and related fees and expenses, to pay certain AMS net debt and other balance sheet items, to repay borrowings under its second amended and restated credit agreement dated Feb 15, 2023, to fund repayment or redemption of its 4.000% notes due Feb 15, 2027, and for other general corporate purposes.

Key details

• Offering size: $950,000,000 aggregate principal amount; notes due 2034.
• Redemption condition: if the Acquisition is not consummated on or before Jun 25, 2027 (outside date) or the cooperation agreement is terminated, the company will be required to redeem $450,000,000 of the notes at 100% of initial issue price plus accrued and unpaid interest.
• Placement: private offering only to persons reasonably believed to be qualified institutional buyers under Rule 144A or, outside the United States, to persons other than "U.S. persons" in compliance with Regulation S; the notes have not been and will not be registered under the Securities Act.
• Pro forma information: the company provided potential investors with unaudited pro forma combined financial information for Fuller and AMS; the pro forma periods include the twelve-month period ended Aug 29, 2026 for Fuller and the twelve-month period ended Jun 30, 2026 for AMS, and the pro forma information was not prepared in accordance with Article 11 of Regulation S-X.

Why it may matter This report is filed under Item 7.01 regulation FD disclosure and describes the notes offering, the intended uses of proceeds including funding the Acquisition of AMS, and the provision of unaudited pro forma financial information to potential investors. A filing does not show why the insider traded or why the company acted.