01—Abstract
Summary
Summary of the 8-K filed June 1, 2026. Cited figures are marked; the original filing is the authoritative source.
Veralto Corporation (VLTO) issued $725,000,000a aggregate principal amount of 4.850% Senior Notes due 2032 on June 1, 2026, in an underwritten offering registered under its Form S-3ASR filed October 24, 2024.
The notes mature January 15, 2032, with semi-annual interest payable January 15 and July 15, beginning January 15, 2027. The Company received net proceeds of approximately $718.8 millionb after the underwriting discount and estimated offering expenses, and intends to use them for general corporate purposes, which may include refinancing outstanding indebtedness, working capital, capital expenditures and other obligations. The notes are general unsecured, unsubordinated obligations that rank equally with the Company's existing and future unsecured senior debt.
They are effectively subordinated to secured debt to the extent of the collateral value and structurally subordinated to all liabilities of the Company's subsidiaries. The indenture, with Deutsche Bank Trust Company Americas as trustee, restricts secured debt liens, sale and leaseback transactions, and certain consolidations, mergers or asset transfers. Investors should note the redemption terms: before December 15, 2031, the Company may redeem the notes at the greater of par or a make-whole price based on the Treasury Rate plus 15 basis points, and on or after that date at 100%c of principal plus accrued interest.
Holders may require repurchase at 101%d of principal plus accrued interest upon a change of control triggering event. The offering was underwritten by BofA Securities, Citigroup Global Markets and J.P. Morgan Securities under an underwriting agreement dated May 27, 2026.
02—Key points
Key Highlights
- Issued $725,000,000 of 4.850% Senior Notes due January 15, 2032 on June 1, 2026
- Net proceeds of approximately $718.8 million after underwriting discount and estimated offering expenses
- Proceeds intended for general corporate purposes, including potential refinancing of indebtedness, working capital and capital expenditures
- Make-whole redemption before December 15, 2031 at Treasury Rate plus 15 basis points; par redemption thereafter
- Change of control repurchase right for holders at 101% of principal plus accrued interest
- Notes are unsecured and structurally subordinated to all subsidiary liabilities; covenants limit secured debt, sale and leasebacks and certain mergers
- Underwritten by BofA Securities, Citigroup Global Markets and J.P. Morgan Securities under an agreement dated May 27, 2026
03—Questions
Frequently Asked Questions
How much debt did Veralto issue and at what rate?
Veralto issued $725,000,000 aggregate principal amount of 4.850% Senior Notes due 2032 on June 1, 2026.
When do the notes mature and when is interest paid?
The notes mature on January 15, 2032. Interest is paid semi-annually in arrears on January 15 and July 15, beginning January 15, 2027.
How much cash did the company receive and how will it be used?
The company received net proceeds of approximately $718.8 million after the underwriting discount and estimated offering expenses. It intends to use the proceeds for general corporate purposes, which may include refinancing outstanding indebtedness, working capital, capital expenditures and other obligations.
Can the company redeem the notes early?
Before December 15, 2031, the company may redeem the notes at the greater of 100% of principal or a present-value price based on the Treasury Rate plus 15 basis points, plus accrued interest. On or after December 15, 2031, redemption is at 100% of principal plus accrued interest.
What protections do noteholders have?
Upon a change of control triggering event, holders may require repurchase at 101% of principal plus accrued interest. The indenture also limits secured debt liens, sale and leaseback transactions, and consolidations, mergers or sales of substantially all assets. The notes rank equally with other unsecured senior debt but are structurally subordinated to subsidiary liabilities.
04—Continue