01—Abstract
Summary
Summary of the 8-K filed May 29, 2026. Cited figures are marked; the original filing is the authoritative source.
Xylem Inc. (XYL) completed a public offering on May 29, 2026 of $1.0 billiona in senior unsecured notes, split into two $500 million tranches: 5.200% Senior Notes due June 1, 2033 (the 2033 Notes) and 5.450% Senior Blue Notes due June 1, 2036 (the 2036 Blue Notes).
Interest is payable semiannually on June 1 and December 1, beginning December 1, 2026. The notes were issued under a senior indenture dated March 11, 2016, as supplemented, with Deutsche Bank Trust Company Americas as trustee. The notes rank equally with the company's other unsecured and unsubordinated obligations.
The company states it intends to use the net proceeds from the 2033 Notes to repay or redeem its $500 millionb 3.250% Senior Notes maturing November 1, 2026, at or prior to maturity, and for general corporate purposes. Proceeds from the 2036 Blue Notes are to be allocated to a portfolio of eligible blue projects, with any unallocated balance held in its treasury liquidity portfolio or in cash or short-term instruments pending allocation. The indenture includes covenants limiting secured debt above a threshold, certain sale and leaseback transactions above a threshold, and consolidations, mergers, or asset conveyances of all or substantially all assets.
If a change of control is accompanied or followed by a rating downgrade within a specified period, the company must offer to repurchase the notes at 101%c of principal plus accrued interest. The offering was made under an S-3 shelf registration (File No. 333-273653) and an underwriting agreement dated May 19, 2026 with five underwriters.
02—Key points
Key Highlights
- Xylem issued $1.0 billion of senior unsecured notes on May 29, 2026, in two $500 million tranches.
- 2033 Notes carry a 5.200% coupon and mature June 1, 2033.
- 2036 Blue Notes carry a 5.450% coupon and mature June 1, 2036; proceeds are allocated to eligible blue projects.
- The 2033 Notes proceeds are intended to repay or redeem the $500 million 3.250% Senior Notes due November 1, 2026, plus general corporate purposes.
- Change-of-control provision requires an offer to repurchase at 101% of principal if a change of control is followed by a rating downgrade.
- Indenture covenants limit secured debt, certain sale and leaseback transactions, and mergers or asset transfers above specified thresholds.
- Notes were sold under an S-3 shelf registration (File No. 333-273653) with underwriters BNP Paribas, Citigroup, ING, J.P. Morgan, and Wells Fargo.
03—Questions
Frequently Asked Questions
How much debt did Xylem raise and on what terms?
Xylem sold $500 million of 5.200% Senior Notes due 2033 and $500 million of 5.450% Senior Blue Notes due 2036, for $1.0 billion in total. Interest is paid semiannually on June 1 and December 1, starting December 1, 2026.
What will Xylem do with the proceeds?
The company intends to use the 2033 Notes proceeds to repay or redeem its $500 million 3.250% Senior Notes maturing November 1, 2026, and for general corporate purposes. The 2036 Blue Notes proceeds are to be allocated to eligible blue projects, with any unallocated balance held in short-term liquid instruments.
Are the notes secured, and what covenants apply?
The notes are senior unsecured obligations ranking equally with the company's other unsecured, unsubordinated debt. The indenture limits secured debt above a threshold, certain sale and leaseback transactions above a threshold, and consolidations, mergers, or transfers of substantially all assets.
Do noteholders have protection if control of Xylem changes?
If a change of control occurs together with, or is followed by, a rating downgrade within a specified period, Xylem must offer to repurchase the notes at 101% of principal plus accrued and unpaid interest.
04—Continue