H.B. Fuller Company has completed the issuance of $850 million in 7.625% Notes due 2034, a move that finalizes the financing structure for its pending acquisition of Advanced Medical Solutions Group plc. The Minnesota-based adhesive manufacturer closed the private offering on October 21, 2026, entering into a Third Supplemental Indenture with U.S. Bank Trust Company, National Association, to govern the new debt.
The notes are senior unsecured obligations that rank equally with the company's other unsecured debt and are not initially guaranteed by any subsidiaries. However, the indenture requires that if any subsidiary issues similar capital markets debt in the future, it must guarantee these notes on a senior unsecured basis. Interest on the notes is payable semi-annually in arrears on April 15 and October 15, beginning April 15, 2027. The securities were sold only to qualified institutional buyers under Rule 144A or to non-U.S. persons under Regulation S.
A critical condition of the deal ties the debt to the timeline of the Advanced Medical Solutions acquisition. If the acquisition is not completed by June 25, 2027, or if H.B. Fuller formally terminates the cooperation agreement and determines the deal will not close by that date, the company is obligated to redeem $450 million of the notes at 100% of their initial issue price plus accrued interest. This mandatory redemption clause ensures that a portion of the raised capital is returned to investors if the strategic transaction fails to materialize within the specified window.
The issuance also triggered the termination of an Unsecured Bridge Credit Agreement dated June 25, 2026, which involved Goldman Sachs Bank USA as administrative agent and sole lead arranger. No loans were outstanding under that bridge facility at the time of termination, and no prepayment premium was incurred. The permanent notes replace the temporary bridge financing, providing a longer-term capital solution for the acquisition.
The indenture includes standard covenants limiting liens, sales-leaseback transactions, and asset transfers, along with customary events of default. In the event of a change of control accompanied by a credit rating reduction, H.B. Fuller would generally be required to offer to repurchase the notes at 101% of their principal amount plus accrued interest. The company retains the right to redeem the notes at various times prior to maturity at applicable redemption prices.
Some initial purchasers of the notes and their affiliates have engaged in investment banking and commercial dealings with H.B. Fuller and its affiliates in the ordinary course of business. These parties received customary fees and commissions for these transactions. The full terms are detailed in the Supplemental Indenture and the Base Indenture filed with the Securities and Exchange Commission.