H.B. Fuller Prices $850M Senior Notes at 7.625% to Fund AMS Acquisition

Updates

1. Oct 9, 9:21 AM ET · SEC 8-K — H.B. Fuller priced $850 million of 7.625% senior notes due 2034 on October 8, 2026, expected to close October 21, 2026.

   • Use of Proceeds
     • Proceeds will be used together with other available cash and borrowings to fund the purchase price for the acquisition of Advanced Medical Solutions Group plc, repay other borrowings under the Second Amended and Restated Credit Agreement, dated as of February 15, 2023, as amended, fund repayment or redemption of H.B. Fuller's 4.000% notes due February 15, 2027, and for other general corporate purposes.
     • The credit agreement borrowings are under the Second Amended and Restated Credit Agreement, dated as of February 15, 2023, as amended.
   • Mandatory Redemption
     • The June 25, 2027 outside date for the AMS acquisition may be extended, but not beyond the first anniversary of the issue date of the notes.
     • Mandatory redemption is also triggered if H.B. Fuller notifies the trustee stating that it has determined that the Co-operation Agreement has been terminated and the Acquisition will not occur on or before the Outside Date.
     • The mandatory redemption price is 100% of the initial issue price plus accrued and unpaid interest from the issue date to, but excluding, the redemption date.
   • Co-operation Agreement — The Co-operation Agreement was entered into on June 25, 2026, with AMS and H.B. Fuller Medical Adhesive Technologies Inc.
   • Offering Details
     • The notes are being offered in a private offering exempt from registration requirements of the Securities Act of 1933, as amended.
     • The notes will pay interest on a semi-annual basis.
     • The notes are offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, or, outside the United States, to persons other than U.S. persons in compliance with Regulation S under the Securities Act.
   All 9 details

   • The notes are being offered in a private offering exempt from registration requirements of the Securities Act of 1933, as amended.
   • The notes will pay interest on a semi-annual basis.
   • Proceeds will be used together with other available cash and borrowings to fund the purchase price for the acquisition of Advanced Medical Solutions Group plc, repay other borrowings under the Second Amended and Restated Credit Agreement, dated as of February 15, 2023, as amended, fund repayment or redemption of H.B. Fuller's 4.000% notes due February 15, 2027, and for other general corporate purposes.
   • The credit agreement borrowings are under the Second Amended and Restated Credit Agreement, dated as of February 15, 2023, as amended.
   • The June 25, 2027 outside date for the AMS acquisition may be extended, but not beyond the first anniversary of the issue date of the notes.
   • Mandatory redemption is also triggered if H.B. Fuller notifies the trustee stating that it has determined that the Co-operation Agreement has been terminated and the Acquisition will not occur on or before the Outside Date.
   • The Co-operation Agreement was entered into on June 25, 2026, with AMS and H.B. Fuller Medical Adhesive Technologies Inc.
   • The mandatory redemption price is 100% of the initial issue price plus accrued and unpaid interest from the issue date to, but excluding, the redemption date.
   • The notes are offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, or, outside the United States, to persons other than U.S. persons in compliance with Regulation S under the Securities Act.