H.B. Fuller Company (NYSE: FUL) announced the commencement of a private offering of $950 million in aggregate principal amount of new senior unsecured notes due 2034. The offering is exempt from registration requirements under the Securities Act of 1933.
The company intends to utilize the proceeds from the notes, along with other available cash and borrowings, to fund the purchase price for the acquisition of Advanced Medical Solutions Group plc (AMS). The funds will also be used to pay related fees and expenses, assume certain AMS net debt, repay borrowings under its credit agreement, and redeem its 4.000% notes due February 15, 2027.
The notes include a redemption feature: if the acquisition is not completed on or before June 25, 2027, the company is required to redeem $450 million of the notes at 100% of the initial issue price plus accrued interest.
In connection with the offering, H.B. Fuller provided unaudited pro forma financial information for the combined company. The pro forma data for the twelve months ended August 29, 2026, projects a combined net revenue of approximately $3.87 billion.
The pro forma financials indicate an adjusted net income of approximately $216.5 million and an adjusted EBITDA of approximately $713.5 million for the same period. The pro forma net total leverage ratio is reported at 4.2x, and the pro forma net debt-to-Adjusted EBITDA ratio is also 4.2x.
The pro forma information combines historical financial results for H.B. Fuller and AMS, applying various accounting policy adjustments to convert IFRS reporting to U.S. GAAP and reflect the anticipated impact of the acquisition.
