01—Abstract
Summary
Summary of the 8-K filed September 29, 2026. Cited figures are marked; the original filing is the authoritative source.
On September 29, 2026, Xylem Inc. completed a public offering of $1.5 billiona in senior unsecured notes, consisting of three $500 million tranches: 5.250% Senior Notes due 2029, 5.450% Senior Notes due 2032, and 5.850% Senior Notes due 2037.
The Company intends to use the net proceeds, together with cash on hand, to finance all or a portion of the purchase price for its previously announced acquisition of the Cornell Pump and Roper Pump businesses, pay associated costs and expenses, and for general corporate purposes. The Notes rank equally with all of Xylem's other unsecured and unsubordinated obligations. Interest on the 2029 Notes is payable semiannually on March 28 and September 28, beginning March 28, 2027, and interest on the 2032 and 2037 Notes is payable semiannually on January 15 and July 15, beginning January 15, 2027.
The Indenture includes customary covenants limiting liens on certain property, sale and leaseback transactions above a threshold, and consolidations or mergers, as well as a change-of-control repurchase offer at 101%b of principal if a change of control is accompanied or followed by a rating downgrade within a specified period. A key investor protection is the special mandatory redemption feature.
If the Acquisition is not consummated by the later of August 10, 2027 and any extended termination date under the equity purchase agreement, if that agreement is terminated, or if the Company notifies the Trustee it will not pursue the Acquisition, the Company must redeem all Notes at 101%c of principal plus accrued interest. The Notes were issued under a Form S-3 shelf registration statement (File No. 333-297937) and underwriting agreement dated September 15, 2026, with Citigroup Global Markets Inc. and others as representatives of the underwriters.
02—Key points
Key Highlights
- Xylem completed a $1.5 billion offering of senior unsecured notes on September 29, 2026, split into three $500 million tranches.
- The 2029 Notes carry a 5.250% coupon and mature September 28, 2029; the 2032 Notes carry 5.450% and mature January 15, 2032; the 2037 Notes carry 5.850% and mature January 15, 2037.
- Net proceeds, together with cash on hand, are intended to finance all or part of the purchase price for the previously announced acquisition of the Cornell Pump and Roper Pump businesses.
- A special mandatory redemption requires repayment of all Notes at 101% of principal plus accrued interest if the Acquisition is not consummated by the Special Mandatory Redemption End Date, the equity purchase agreement is terminated, or the Company decides not to pursue the Acquisition.
- The Indenture contains covenants limiting secured debt above a threshold, sale and leaseback transactions above a threshold, and consolidations, mergers, or asset transfers.
- A change-of-control offer at 101% of principal plus accrued interest is triggered if a change of control is accompanied or followed by a rating downgrade within a specified period.
- The Notes were issued under an S-3 shelf registration dated August 3, 2026, with a final prospectus supplement dated September 15, 2026, and an underwriting agreement with Citigroup Global Markets Inc., ING Financial Markets LLC, J.P. Morgan Securities LLC, BNP Paribas Securities Corp., and Wells Fargo Securities, LLC.
03—Questions
Frequently Asked Questions
What did Xylem borrow and on what terms?
Xylem sold $500 million each of 5.250% Senior Notes due 2029, 5.450% Senior Notes due 2032, and 5.850% Senior Notes due 2037. The Notes are senior unsecured obligations that rank equally with the Company's other unsecured and unsubordinated debt. Interest is paid semiannually, beginning March 28, 2027 for the 2029 Notes and January 15, 2027 for the 2032 and 2037 Notes.
What is the use of proceeds?
The Company intends to use the net proceeds, together with cash on hand, to finance all or a portion of the purchase price for the previously announced acquisition of the Cornell Pump and Roper Pump businesses, to pay associated costs and expenses, and for general corporate purposes.
What happens to the Notes if the Acquisition does not close?
If the Acquisition is not consummated by the later of August 10, 2027 and any extended termination date under the equity purchase agreement, if that agreement is terminated, or if the Company notifies the Trustee it will not pursue the Acquisition, the Company must redeem all Notes at 101% of principal plus accrued and unpaid interest to the special mandatory redemption date.
What protections do noteholders have beyond the special redemption?
The Indenture limits the Company and its restricted subsidiaries from incurring secured debt above a threshold, engaging in certain sale and leaseback transactions above a threshold, and consolidating or merging or transferring 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% of principal plus accrued and unpaid interest.
Under what registration and documentation were the Notes issued?
The Notes were offered under a Form S-3 registration statement (File No. 333-297937) with a base prospectus dated August 3, 2026, and a preliminary and final prospectus supplement dated September 15, 2026. They were issued under the Base Indenture and First Supplemental Indenture dated March 11, 2016, as supplemented by the Sixth Supplemental Indenture dated September 29, 2026, with Deutsche Bank Trust Company Americas as trustee.
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