MKS Announces Pricing of Private Offering of €1 Billion of 4.250% Senior Notes

MKS (NASDAQ: MKSI) priced a private offering of €1.0 billion 4.250% senior notes due Feb 15, 2034, expected to close on Feb 4, 2026.

Rhea-AI Summary

MKS (NASDAQ: MKSI) priced a private offering of €1.0 billion 4.250% senior notes due Feb 15, 2034, expected to close on Feb 4, 2026. Net proceeds are estimated at approximately €985 million, to be used together with other refinancings and cash to refinance Term Loan Facility balances.

The notes are unsecured senior obligations, guaranteed by certain subsidiaries, bear semiannual interest on Feb 15 and Aug 15, and are offered to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.

Positive

• €1.0 billion senior notes priced at 4.250% due 2034
• Estimated net proceeds of €985 million to reduce term loan debt
• Proceeds targeted to prepay ~$1.3 billion of USD Tranche B term loan

Negative

• Notes are unsecured, exposing creditors to higher recovery risk versus secured debt
• Offering adds long‑dated unsecured debt maturing in 2034, increasing long-term leverage

Argus Jan 28 session

+2.81% close to close 2.5x rel. volume Open Argus

Details

News Market Reaction – MKSI

On Jan 28, the day this news came out, MKSI closed 2.81% above the previous close. That session’s volume was 2.5x the stock’s average daily volume.

Data tracked by StockTitan Argus for the Jan 28 session.

Key Figures

Senior notes size: €1.0 billion Coupon rate: 4.250% Estimated net proceeds: €985 million +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

Estimated net proceeds

€985 million

Net of initial purchasers’ discounts and expenses

Existing USD term loan

$2.2 billion

USD Tranche B Term Loan to be partly prepaid and refinanced

Planned USD prepayment

$1.3 billion

Approximate prepayment of USD Tranche B Term Loan

Existing Euro term loan

€587 million

Euro Tranche B Term Loan to be fully refinanced

Maturity date

February 15, 2034

Final maturity of the new senior notes

Interest payments

February 15 and August 15

Semi-annual interest payment dates starting August 15, 2026

Previous Private placement,offering Reports

4 past events · Latest: Jan 26

Same Type 4 events

1. Jan 26

   Proposed euro notes

   24h Move

   +0.8%

   Announced intention to offer €1.0B senior notes to refinance term loans.

2. May 16

   Convertible notes closing

   24h Move

   +0.1%

   Closed $1.4B 1.25% convertible notes; proceeds mainly used to repay debt.

3. May 13

   Upsized convert pricing

   24h Move

   +4.9%

   Priced upsized $1.2B 1.25% convertible notes for refinancing and corporate uses.

4. May 13

   Proposed convert offer

   24h Move

   -9.0%

   Proposed $1.0B convertible notes; potential dilution and leverage changes flagged.

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

Key Terms

senior notes, qualified institutional buyers, rule 144a, regulation s, +3 more

7 terms

senior notes financial

"aggregate principal amount of 4.250% senior notes due 2034 (the “notes”)."

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.

qualified institutional buyers financial

"offered and sold to persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

rule 144a regulatory

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

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.

private offering memorandum financial

"The offering is being made only by means of a private offering memorandum."

A private offering memorandum is a detailed disclosure document used when securities are sold privately rather than on public markets; it lays out what the investment is, how it works, the fees and terms, the company’s financials, and the main risks. Think of it as a full information packet or brochure you get before buying a complex product—investors use it to compare opportunities, spot red flags, understand legal rights and limits on resale, and decide whether the potential reward justifies the risk.

unsecured financial

"The notes will be unsecured, senior obligations of MKS, and will be guaranteed"

Unsecured describes a loan, bond, or claim that is not backed by specific assets or collateral; if the borrower fails to pay, creditors must rely on the borrower’s general promise rather than seizing a pledged asset. For investors this usually means higher risk and potentially higher yield, because unsecured holders stand behind secured creditors in repayment priority—think of lending money to someone without a pledged item to repossess if they don’t pay.

guaranteed on a senior unsecured basis financial

"and will be guaranteed on a senior unsecured basis by certain subsidiaries of MKS."

A promise that a debt or obligation will be paid by a guarantor, where the obligation ranks ahead of other unsecured claims if the issuer goes bankrupt but is not backed by specific collateral. Think of it like a co-signer who promises to pay and whose claim comes before ordinary unsecured creditors, giving investors stronger payment priority but without the extra security of a pledged asset.

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

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ANDOVER, Mass., Jan. 28, 2026 (GLOBE NEWSWIRE) -- MKS Inc. (NASDAQ: MKSI) (“MKS”) today announced the pricing of its private offering (the “offering”) of €1.0 billion aggregate principal amount of 4.250% senior notes due 2034 (the “notes”). The offering is expected to close on February 4, 2026, subject to satisfaction of customary closing conditions.

MKS estimates that the net proceeds from the offering will be approximately €985 million, after deducting the initial purchasers’ discounts and estimated offering expenses payable by MKS.

MKS intends to use the net proceeds from the offering, together with the net proceeds from the previously announced partial refinancing of its existing $2.2 billion U.S. dollar tranche B term loan (the “USD Tranche B Term Loan”), the net proceeds from the previously announced refinancing of its existing €587 million euro tranche B term loan (the “Euro Tranche B Term Loan” and together with the USD Tranche B Term Loan, the “Term Loan Facility”) and cash on hand, to (i) prepay approximately $1.3 billion of, and refinance in full, the USD Tranche B Term Loan, and (ii) refinance in full the Euro Tranche B Term Loan.

The closing of the offering is expected to occur substantially concurrently with the closing of the previously announced refinancing of the Term Loan Facility, but the closing of the offering is not contingent upon the closing of such refinancing, and the closing of such refinancing is not contingent upon the closing of the offering.

The notes will be unsecured, senior obligations of MKS, and will be guaranteed on a senior unsecured basis by certain subsidiaries of MKS. The notes will bear interest payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2026. The notes will mature on February 15, 2034, unless earlier redeemed or repurchased in accordance with their terms.

The notes are being 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. The offering is being made only by means of a private offering memorandum.

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’ refinancing plans and the details thereof, including the timing of the offering and the refinancing of the Term Loan Facility, the proposed use of proceeds therefrom and the details thereof, the terms of the notes, MKS’ ability to complete the transactions described in this press release and the other expected effects thereof. 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, the completion of the offering and the previously announced refinancing of the Term Loan Facility on the anticipated terms or at all, 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 preliminary 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 about the €1.0 billion 4.250% senior notes due 2034?

MKS priced a private offering of €1.0 billion 4.250% senior notes due Feb 15, 2034. According to the company, closing is expected on Feb 4, 2026 subject to customary conditions and the notes will pay interest semiannually.

How much net proceeds will MKS (MKSI) receive from the €1.0 billion note offering?

MKS estimates approximately €985 million in net proceeds after discounts and expenses. According to the company, proceeds will combine with other refinancings and cash on hand for Term Loan repayments.

How will the €1.0 billion notes affect MKS's (MKSI) existing Term Loan Facility?

The company intends to use the notes plus other refinancings to prepay about $1.3 billion of the USD Tranche B term loan and refinance the Euro Tranche B term loan. According to the company, closings are expected to occur substantially concurrently.

When will MKS (MKSI) pay interest on the new 4.250% senior notes?

Interest on the notes is payable semiannually on Feb 15 and Aug 15, beginning Aug 15, 2026. According to the company, the notes bear interest in arrears and mature on Feb 15, 2034 unless redeemed earlier.

Are MKS's (MKSI) €1.0 billion notes secured or guaranteed?

The notes will be unsecured senior obligations and will be guaranteed on a senior unsecured basis by certain subsidiaries. According to the company, the notes do not have specific collateral backing them.

Who can buy the MKS (MKSI) €1.0 billion 4.250% senior notes offered privately?

The offering is made to persons reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. According to the company, the notes are not registered under the Securities Act.