01—Abstract
Summary
Summary of the 8-K filed February 27, 2026. Cited figures are marked; the original filing is the authoritative source.
WESCO Distribution, Inc., a wholly owned subsidiary of WESCO International, Inc., completed a private offering on February 27, 2026 of $650 milliona aggregate principal amount of 5.250% senior notes due 2031 and $850 million aggregate principal amount of 5.500% senior notes due 2034, both issued at 100.000% of principal.
Net proceeds were approximately $1.48 billionb after initial purchaser discounts and estimated offering expenses. The Issuer intends to use the net proceeds to redeem all of its outstanding 7.250% senior notes due 2028 on or after June 15, 2026, and to repay a portion of the amount outstanding under its ABL Facility. Before the redemption, it plans to temporarily repay borrowings under its Receivables Facility and ABL Facility, then redraw under those facilities in an aggregate amount sufficient to fund the redemption of the 2028 notes.
The Notes are unsecured, unsubordinated obligations guaranteed by WESCO International, Inc. and its wholly owned subsidiary Anixter Inc. Interest is payable semi-annually on April 15 and October 15, beginning October 15, 2026. The indenture includes make-whole redemption provisions, equity-claw redemption rights, a 101%c change of control repurchase offer, and covenants limiting liens, restricted payments, sale-leasebacks, and asset sales or mergers, with certain covenants terminating upon investment grade ratings. The Notes were sold in a private transaction and have not been registered under the Securities Act.
02—Key points
Key Highlights
- WESCO Distribution, Inc. completed $1.5 billion in senior notes: $650 million of 5.250% notes due 2031 and $850 million of 5.500% notes due 2034, both issued at 100.000% of principal.
- Net proceeds of approximately $1.48 billion after initial purchaser discounts and estimated offering expenses.
- Proceeds are earmarked to redeem all outstanding 7.250% senior notes due 2028 on or after June 15, 2026, and to repay a portion of ABL Facility borrowings.
- Before the redemption, the Issuer will temporarily repay Receivables Facility and ABL Facility borrowings and then redraw under those facilities to fund the 2028 notes redemption.
- Notes are unsecured, unsubordinated, and guaranteed by WESCO International, Inc. and Anixter Inc.; interest is payable April 15 and October 15, starting October 15, 2026.
- Make-whole call provisions apply before April 15, 2028 (2031 notes) and April 15, 2029 (2034 notes), with equity-claw redemption of up to 35% of each series.
- Holders have a 101% change of control repurchase right, and the indenture contains lien, restricted payment, sale-leaseback, and asset sale/merger covenants that terminate upon investment grade ratings.
03—Questions
Frequently Asked Questions
How much capital did WESCO raise and at what price?
WESCO Distribution, Inc. sold $650 million of 5.250% senior notes due 2031 and $850 million of 5.500% senior notes due 2034, with each series issued at 100.000% of principal amount. Net proceeds were approximately $1.48 billion after discounts to initial purchasers and estimated offering expenses.
What will the proceeds be used for?
The Issuer intends to redeem all of its outstanding 7.250% senior notes due 2028 on or after June 15, 2026, and to repay a portion of the ABL Facility. Before the redemption, it will temporarily repay Receivables Facility and ABL Facility borrowings and then redraw under those facilities in an amount sufficient to redeem the 2028 notes.
Who guarantees the new notes and what is their ranking?
The notes are unsecured and unsubordinated obligations of WESCO Distribution, Inc., guaranteed on an unsecured, unsubordinated basis by WESCO International, Inc. and its wholly owned subsidiary Anixter Inc.
When do the notes mature and when is the first interest payment?
The 5.250% notes mature on April 15, 2031, and the 5.500% notes mature on April 15, 2034. Both accrue interest payable semi-annually on April 15 and October 15, beginning October 15, 2026.
Are the notes registered and can investors trade them freely?
No. The notes and guarantees were issued in a private transaction exempt from the Securities Act of 1933 and have not been registered. They may not be offered or sold in the United States absent registration or an applicable exemption.
04—Continue