MKS Announces Closing of Private Offering of €1 Billion of 4.250% Senior Notes and Refinancing of Term Loan Facility

MKS (NASDAQ: MKSI) closed a private offering of €1.0 billion 4.250% senior notes due 2034 and completed refinancing of its term loan and revolving credit facilities on Feb 4, 2026.

Rhea-AI Summary

MKS (NASDAQ: MKSI) closed a private offering of €1.0 billion 4.250% senior notes due 2034 and completed refinancing of its term loan and revolving credit facilities on Feb 4, 2026. The refinancing extended term loan maturity to 2033 and revolver to 2031, reduced interest margins, and eliminated certain SOFR spread adjustments.

MKS used offering proceeds and cash to prepay about $1.3 billion of U.S. tranche B term loan, replaced part of secured debt with unsecured notes, and expects approximately $27 million annualized cash interest savings based on current rates.

Positive

• Issued €1.0B 4.250% senior notes due 2034
• Extended term loan maturity to 2033 and revolver to 2031
• Projected annualized cash interest savings of $27M

Negative

• Replaced portion of secured debt with unsecured notes, altering creditor ranking

Argus Feb 4 session

-4.17% close to close 1.5x rel. volume Open Argus

Details

News Market Reaction – MKSI

On Feb 4, the day this news came out, MKSI closed 4.17% below the previous close.

Data tracked by StockTitan Argus for the Feb 4 session.

Key Figures

Senior notes size: €1.0 billion Coupon rate: 4.250% Prepaid term loan: $1.3 billion +5 more

Senior notes size

€1.0 billion

Aggregate principal amount of 4.250% senior notes due 2034

Coupon rate

4.250%

Interest rate on new senior notes due 2034

Prepaid term loan

$1.3 billion

U.S. dollar tranche B term loan prepaid using proceeds and cash

New USD term loan

$914 million

New U.S. dollar tranche B term loan under refinanced facility

New euro term loan

€587 million

Euro tranche B term loan maintained in refinancing

New revolver size

$1.0 billion

Revolving credit facility increased from $675 million

Interest margin cuts

25–50 basis points

Reduced margins on USD term loan, euro term loan, and revolver

Interest savings

$27 million

Expected annualized cash interest savings based on current rates

Previous Private placement,offering Reports

5 past events · Latest: Jan 28

Same Type 5 events

1. Jan 28

   Notes pricing

   24h Move

   +2.8%

   Pricing of €1.0B 4.250% senior notes due 2034 for refinancing.

2. Jan 26

   Offering announcement

   24h Move

   +0.8%

   Proposed €1.0B senior notes to prepay $1.3B and refinance euro loan.

3. May 16

   Convertible closing

   24h Move

   +0.1%

   Closing of $1.4B 1.25% convertible notes to repay debt and fund calls.

4. May 13

   Convertible pricing

   24h Move

   +4.9%

   Pricing of upsized $1.2B 1.25% convertible notes with capped calls.

5. May 13

   Convertible proposal

   24h Move

   -9.0%

   Proposed $1.0B convertible notes plan with potential dilution and leverage shift.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

senior notes, term loan, revolving credit facility, sofr, +4 more

8 terms

senior notes financial

"aggregate principal amount of 4.250% senior notes due 2034"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

term loan financial

"refinancing of its existing $2.2 billion U.S. dollar tranche B term loan, €587 million euro tranche B term loan"

A term loan is a type of loan that is borrowed for a set period of time, with a fixed schedule for repaying the money, usually in regular payments. It matters to investors because it represents a company's borrowing costs and financial stability; reliable repayment of these loans can indicate strong financial health, while difficulties may signal potential risks.

revolving credit facility financial

"and $675 million revolving credit facility with a new $914 million U.S. dollar tranche B term loan"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

sofr financial

"from SOFR plus a margin of 200 basis points to SOFR plus 175 basis points"

The Secured Overnight Financing Rate (SOFR) is a market benchmark that measures the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Investors watch SOFR because it acts like a speedometer for short-term interest costs—affecting loan rates, bond yields and the pricing of interest-rate contracts—so movements change borrowing expenses, cash returns and the value of interest-sensitive investments.

euribor financial

"from EURIBOR plus a margin of 250 basis points to EURIBOR plus 200 basis points"

Euribor is the benchmark interest rate at which banks in the eurozone lend short-term money to one another and is published for several maturities (overnight to one year). Investors watch it because it forms the baseline for many loans, mortgages, bonds and derivatives—like the temperature reading that helps predict how hot borrowing costs and returns will be across the market.

basis points financial

"a margin of 200 basis points to SOFR plus 175 basis points"

Basis points are a way to measure small changes in interest rates or percentages, where one basis point equals 0.01%. For example, if a loan's interest rate increases by 50 basis points, it's gone up by 0.50%. They help people understand tiny differences in rates that can add up over time, making financial comparisons clearer.

rule 144a regulatory

"buyers pursuant to Rule 144A under the Securities Act of 1933"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"outside the United States in reliance on Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

ANDOVER, Mass., Feb. 04, 2026 (GLOBE NEWSWIRE) -- MKS Inc. (NASDAQ: MKSI) (“MKS”) today announced the closing of its private offering (the “offering”) of €1.0 billion aggregate principal amount of 4.250% senior notes due 2034 (the “notes”).

In addition, MKS announced that it has completed the previously announced refinancing of its existing $2.2 billion U.S. dollar tranche B term loan, €587 million euro tranche B term loan and $675 million revolving credit facility with a new $914 million U.S. dollar tranche B term loan, €587 million euro tranche B term loan and $1.0 billion revolving credit facility. The refinancing resulted in (i) an extension of the maturity of the above-described term loan facility to 2033 and the revolving credit facility to 2031 and (ii) a reduction of the interest rate for (a) the U.S. dollar tranche B term loan from SOFR plus a margin of 200 basis points to SOFR plus 175 basis points, (b) the euro tranche B term loan from EURIBOR plus a margin of 250 basis points to EURIBOR plus 200 basis points and (c) the revolving credit facility from SOFR plus a margin of 250 basis points to SOFR plus 175 basis points. The refinancing also eliminated the credit spread adjustment applicable to SOFR borrowings under the revolving credit facility, which previously added 10 basis points, 15 basis points, and 25 basis points to one-month, three-month and six-month interest periods, respectively.

MKS used the net proceeds from the offering, together with cash on hand, to prepay approximately $1.3 billion of its U.S. dollar tranche B term loan.

The combined actions described above diversify MKS’ capital structure, replace a portion of its secured debt with unsecured debt, extend its debt maturities and reduce its interest expense. Based on current interest rates, MKS expects that the annualized cash interest savings from the combined actions will be approximately $27 million.

The notes were offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The offer and sale of the notes have not been and will not be registered under the Securities Act or any state securities laws and such securities may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of, any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of any such state or jurisdiction.

Safe Harbor for Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, MKS' expectation with respect to annualized cash interest savings from the transactions described in this press release. These statements are only predictions based on current assumptions and expectations. Any statements that are not statements of historical fact (including statements containing the words “will,” “projects,” “intends,” “believes,” “plans,” “anticipates,” “expects,” “estimates,” “forecasts,” “continues” and similar expressions) should be considered to be forward-looking statements. Forward-looking statements are not promises or guarantees of future performance and are subject to a variety of risks and uncertainties, many of which are beyond MKS’ control. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond MKS’ control including, without limitation, market risks and uncertainties and other important risks and factors described in MKS’ Annual Report on Form 10-K for the year ended December 31, 2024, any subsequent Quarterly Reports on Form 10-Q, the final offering memorandum related to the offering and in subsequent filings made by MKS with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date hereof, and, except as required by law, MKS undertakes no obligation to update or revise these forward-looking statements.

MKS Investor Relations Contact:
Paretosh Misra
Vice President, Investor Relations
Telephone: (978) 284-4705
Email: paretosh.misra@mks.com

Press Relations Contacts:
Bill Casey
Vice President, Marketing
Telephone: (630) 995-6384
Email: press@mksinst.com

Kerry Kelly, Partner
Kekst CNC
Email: kerry.kelly@kekstcnc.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did MKS (MKSI) announce on February 4, 2026 about a €1.0 billion notes offering?

MKS announced a private offering of €1.0 billion 4.250% senior notes due 2034. According to the company, the notes were sold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.

How did MKS refinance its term loan and revolving credit facilities on Feb 4, 2026?

MKS refinanced to a new $914M U.S. tranche B, €587M euro tranche B, and $1.0B revolver. According to the company, the transactions extended maturities and reduced interest margins on multiple facilities.

How much of MKS's U.S. tranche B term loan was prepaid and how were proceeds used?

MKS used offering proceeds and cash to prepay approximately $1.3 billion of its U.S. tranche B term loan. According to the company, this prepayment reduced secured debt and changed the company’s capital structure.

What interest-rate changes resulted from MKS's refinancing and credit amendments?

Interest margins were reduced: U.S. tranche B to SOFR+175 bps, euro tranche B to EURIBOR+200 bps, revolver to SOFR+175 bps. According to the company, the amendments also removed SOFR credit spread adjustments on the revolver.

What is the expected financial impact of MKS's combined financing actions on cash interest?

MKS expects about $27 million in annualized cash interest savings based on current rates. According to the company, this estimate reflects the combined effects of the notes offering, refinancing, and prepayment.