01—Abstract
Summary
Summary of the 8-K filed November 14, 2025. Cited figures are marked; the original filing is the authoritative source.
Hubbell Incorporated completed a public offering of $400 milliona aggregate principal amount of its 4.800% Senior Notes due 2035 on November 14, 2025, under a shelf registration statement on Form S-3.
The net proceeds were approximately $392.0 millionb after the underwriting discount and estimated offering expenses. The Company expects to use the proceeds, together with cash on hand, to redeem in full its $400 million of 3.350% Senior Notes due March 1, 2026, plus any premium and accrued interest. A Notice of Full Redemption for those 2026 Notes was delivered on October 30, 2025, with redemption set for December 1, 2025.
The Notes pay interest semi-annually on May 15 and November 15, beginning May 15, 2026, and mature on November 15, 2035. They are unsecured, unsubordinated obligations of the Company alone and are not guaranteed by any subsidiaries, so they are structurally subordinated to all liabilities of those subsidiaries. The Company may redeem the Notes before maturity at the prices set in the indenture.
Upon a change in control triggering event, holders may require repurchase at 101% of principal plus accrued and unpaid interest. The transaction is primarily a refinancing: it replaces $400 millionc of maturing 2026 debt with a new $400 million issue maturing in 2035. The filing also incorporates the Seventh Supplemental Indenture dated November 14, 2025, with U.S. Bank Trust Company, National Association, as trustee, and opinions from Wachtell, Lipton, Rosen & Katz and Robinson & Cole LLP.
02—Key points
Key Highlights
- Issued $400 million of 4.800% Senior Notes due November 15, 2035, on November 14, 2025
- Net proceeds of approximately $392.0 million after underwriting discount and estimated offering expenses
- Proceeds, with cash on hand, to fund full redemption of $400 million 3.350% Senior Notes due March 1, 2026, redemption date December 1, 2025
- Semi-annual interest payments on May 15 and November 15, beginning May 15, 2026
- Notes are unsecured and not guaranteed by subsidiaries, so they are structurally subordinated to subsidiary liabilities
- Change of control triggering event allows holders to require repurchase at 101% of principal plus accrued interest
- Offering made under underwriting agreement dated October 30, 2025, with BofA Securities, HSBC Securities (USA), and J.P. Morgan Securities as representatives
03—Questions
Frequently Asked Questions
What is the purpose of the new Senior Notes offering?
The Company expects to use the net proceeds of approximately $392.0 million, together with cash on hand, to redeem in full its $400 million of 3.350% Senior Notes due March 1, 2026, and to pay any applicable premium and accrued interest.
What are the key terms of the 4.800% Senior Notes due 2035?
The Notes have an aggregate principal amount of $400 million, bear interest at 4.800% per annum from November 14, 2025, pay interest semi-annually on May 15 and November 15 beginning May 15, 2026, and mature on November 15, 2035.
Are the Notes guaranteed by Hubbell's subsidiaries?
No. The Notes are exclusively obligations of Hubbell Incorporated and are not guaranteed by any of its subsidiaries. As a result, they are structurally subordinated to existing or future preferred stock, indebtedness, guarantees, and other liabilities, including trade payables, of those subsidiaries.
What protections do noteholders have if the Company undergoes a change in control?
If a change in control triggering event occurs (as defined in the Seventh Supplemental Indenture), holders may require the Company to purchase all or a portion of their Notes for cash at 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the repurchase date.
Can Hubbell redeem the Notes before maturity?
Yes. The Company may redeem all or part of the Notes at any time prior to maturity at the redemption prices set forth in the New Notes Indenture.
04—Continue