Wesco Announces Pricing of Private Offering of Senior Notes Due 2031 and Senior Notes Due 2034

Rhea-AI Summary

Wesco (NYSE: WCC) priced a private offering of senior notes totaling $1.5 billion: $650 million of 5.250% notes due 2031 and $850 million of 5.500% notes due 2034.

Settlement is scheduled for Feb 27, 2026, net proceeds are estimated at ~$1.48 billion, and proceeds will be used to redeem 7.250% notes due 2028 and repay part of the ABL Facility. Notes are unsecured obligations of Wesco Distribution, guaranteed by Wesco and Anixter.

Positive

• Aggregate issuance of $1.5 billion in senior notes
• Estimated net proceeds ~$1.48 billion after fees
• Proceeds intended to redeem 7.250% notes due 2028

Negative

• Proceeds will temporarily repay and redraw borrowings under Receivables Facility and ABL Facility prior to redemption

News Market Reaction – WCC

+0.54%

+0.54% Session close to close

In the Feb 25 session, WCC gained 0.54%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a sizable private offering of $650 million 2031 notes and $850 million 203...

Analysis

This announcement details a sizable private offering of $650 million 2031 notes and $850 million 2034 notes, with estimated net proceeds of $1.48 billion earmarked to redeem 7.250% 2028 notes and temporarily pay down securitization and ABL borrowings. It continues Wesco’s pattern of using unsecured, guaranteed notes for capital-structure optimization. Investors may track closing of the deal, subsequent redemption timing, and how these changes interact with Wesco’s $24 billion 2025 revenue base and ongoing cash generation.

Key Figures

5.250% notes size: $650 million 5.500% notes size: $850 million Net proceeds: $1.48 billion +5 more

8 metrics

5.250% notes size $650 million Aggregate principal amount of senior notes due 2031

5.500% notes size $850 million Aggregate principal amount of senior notes due 2034

Net proceeds $1.48 billion Estimated net proceeds from the Offering

Existing coupon 7.250% Coupon on senior notes due 2028 to be redeemed

Annual sales $24 billion Approximate annual sales in 2025

Employees 21,000 Approximate number of employees

Operating sites More than 700 Sites including distribution, fulfillment and sales offices

Countries Approximately 50 Countries in which Wesco operates

Previous Private placement,offering Reports

4 past events · Latest: Feb 25 (Positive)

Same Type Pattern 4 events

Date	Event	Sentiment	24h Move	Catalyst
Feb 25	Notes pricing 2033	Positive	+3.7%	Priced $800M 6.375% notes to redeem 10.625% preferred and repay ABL.
Feb 25	Notes offering start	Positive	-1.6%	Announced planned $600M 2033 notes for preferred redemption and debt paydown.
Feb 26	Notes pricing 2029/2032	Neutral	-0.2%	Pricing of private senior notes due 2029 and 2032.
Feb 26	Notes offering start	Neutral	-0.6%	Commencement of private offering of senior notes due 2029 and 2032.

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

Pattern Detected

Wesco’s past private note offerings have generally produced modest moves, with one clearly positive reaction and several small negative or flat responses, suggesting markets usually treat these as balance-sheet management events rather than major catalysts.

Recent Company History

Over the last two years, Wesco has repeatedly tapped the private notes market, including offerings in 2024 and 2025 to refinance higher-cost securities and ABL borrowings. These transactions typically featured unsecured, unsubordinated notes guaranteed by Wesco and Anixter. Price reactions around those announcements ranged from about -0.6% to +3.73%, implying that investors generally viewed them as incremental capital-structure optimizations. Today’s multi-tranche offering to refinance the 7.250% 2028 notes fits this ongoing liability management pattern.

Key Terms

senior notes, aggregate principal amount, asset-based revolving credit facility, accounts receivable securitization facility, +3 more

7 terms

senior notes financial

"priced its previously announced offering ... of 5.250% senior notes due 2031"

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.

aggregate principal amount financial

"priced ... $650 million aggregate principal amount of 5.250% senior notes"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

asset-based revolving credit facility financial

"repay a portion of the amount outstanding under the ABL Facility"

A loan arrangement where a lender agrees to make funds available up to a set limit that a borrower can draw, repay, and draw again, with the amount available tied to the value of specific assets (like inventory, receivables, or equipment) pledged as collateral. It matters to investors because it provides flexible working capital while limiting risk exposure: the company can fund growth or cover shortfalls quickly, but borrowing capacity can shrink if asset values fall.

accounts receivable securitization facility financial

"repay a portion of the outstanding borrowings under its accounts receivable securitization facility"

A accounts receivable securitization facility is a financing arrangement where a company converts its unpaid customer invoices into immediate cash by selling them or using them as collateral for a line of credit. Think of it like using a stack of IOUs as a short-term loan to smooth cash flow; it matters to investors because it changes a company’s liquidity, borrowing profile and risk exposure without necessarily showing up as traditional debt, affecting valuation and credit health.

Rule 144A regulatory

"qualified institutional buyers" under Rule 144A of the Securities Act"

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

"non-U.S. persons outside the United States under Regulation S of 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.

qualified institutional buyers financial

"offered and sold only 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.

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

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PITTSBURGH, Feb. 24, 2026 /PRNewswire/ -- WESCO International, Inc. (NYSE: WCC) ("Wesco"), a leading provider of business-to-business distribution, logistics services, and supply chain solutions, today announced that its wholly owned subsidiary, WESCO Distribution, Inc. ("Wesco Distribution"), priced its previously announced offering (the "Offering") to eligible purchasers of $650 million aggregate principal amount of 5.250% senior notes due 2031 (the "5-Year Notes") and $850 million aggregate principal amount of 5.500% senior notes due 2034 (the "8-Year Notes" and, together with the 5-Year Notes, the "Notes"). The aggregate principal amount of the 8-Year Notes to be issued in the Offering has been increased from the previously announced $650 million to $850 million. The 5-Year Notes will be issued at a price of 100.000% of the aggregate principal amount thereof. The 8-Year Notes will be issued at a price of 100.000% of the aggregate principal amount thereof. The issuance and sale of the Notes is scheduled to settle on February 27, 2026, subject to customary closing conditions.

Wesco estimates that the net proceeds from the Offering will be approximately $1.48 billion, after deducting the initial purchasers' discount and estimated offering expenses. Wesco Distribution intends to use the net proceeds from this Offering to redeem all of its outstanding 7.250% senior notes due 2028 (the "Wesco 2028 Notes") on or after June 15, 2026 and repay a portion of the amount outstanding under the ABL Facility (as defined below). Prior to redeeming the Wesco 2028 Notes, Wesco Distribution intends to (i) use the net proceeds from this Offering to temporarily repay a portion of the outstanding borrowings under its accounts receivable securitization facility (the "Receivables Facility") and its asset-based revolving credit facility (the "ABL Facility") and (ii) subsequently redraw under the Receivables Facility and the ABL Facility in an aggregate amount sufficient to redeem the Wesco 2028 Notes.

The Notes will be unsecured, unsubordinated debt obligations of Wesco Distribution, and will rank equally with Wesco Distribution's other existing and future unsecured, unsubordinated obligations. The Notes will be guaranteed on an unsecured, unsubordinated basis by Wesco and its wholly owned subsidiary, Anixter Inc. (the "Guarantees").

The Notes and related Guarantees are being offered and sold only to persons reasonably believed to be "qualified institutional buyers" under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons outside the United States under Regulation S of the Securities Act. The Notes have not been, and will not be, registered under the Securities Act or any state securities laws and 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 does not and will not constitute an offer to sell, or the solicitation of an offer to buy, the Notes or any other securities, nor will there be any sale of the Notes or other securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful. Any offer will be made only by means of a private offering memorandum. This press release does not constitute a notice of redemption with respect to the Wesco 2028 Notes.

About Wesco
Wesco International (NYSE: WCC) builds, connects, powers and protects the world. Headquartered in Pittsburgh, Pennsylvania, Wesco is a FORTUNE 500® company with approximately $24 billion in annual sales in 2025 and a leading provider of business-to-business distribution, logistics services and supply chain solutions. Wesco offers a best-in-class product and services portfolio of Electrical and Electronic Solutions, Communications and Security Solutions, and Utility and Broadband Solutions. The Company employs approximately 21,000 people, partners with the industry's premier suppliers, and serves thousands of customers around the world. With millions of products, end-to-end supply chain services, and significant digital capabilities, Wesco provides innovative solutions to meet customer needs across commercial and industrial businesses, technology companies, telecommunications providers, and utilities. Wesco operates more than 700 sites, including distribution centers, fulfillment centers, and sales offices in approximately 50 countries, providing a local presence for customers and a global network to serve multi-location businesses and global corporations.

Forward-Looking Statements
All statements made herein that are not historical facts should be considered as "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. These forward-looking statements include, but are not limited to, statements regarding the proposed terms of the Offering, the timing of the Offering and the anticipated use of proceeds therefrom, including the redemption of the Wesco 2028 Notes. Such statements can generally be identified by the use of words such as "anticipate," "plan," "believe," "estimate," "intend," "expect," "project" and similar words, phrases or expressions or future or conditional verbs such as "could," "may," "should," "will" and "would," although not all forward-looking statements contain such words. These forward-looking statements are based on current expectations and beliefs of Wesco's management, as well as assumptions made by, and information currently available to, Wesco's management, current market trends and market conditions and involve various risks and uncertainties, some of which are beyond Wesco's and Wesco's management's control, and which may cause actual results to differ materially from those contained in forward-looking statements. Wesco's actual results could differ materially from those expressed in any forward-looking statement made by Wesco or on Wesco's behalf. In light of these risks and uncertainties, there can be no assurance that the forward-looking information will in fact prove to be accurate. Accordingly, you should not place undue reliance on such statements. Wesco has undertaken no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Those risks, uncertainties and assumptions include whether Wesco will be able to consummate the Offering, including the satisfaction of customary closing conditions with respect to the Offering of the Notes. Additional factors that could cause results to differ materially from those described above can be found in Wesco's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and Wesco's other reports filed with the U.S. Securities and Exchange Commission.

Contact Information:
Investor Relations
Scott Gaffner
Senior Vice President, Investor Relations
investorrelations@wescodist.com

Corporate Communications
Jennifer Sniderman
Vice President, Corporate Communications
jennifer.sniderman@wescodist.com

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SOURCE Wesco International

FAQ

How much did Wesco (WCC) raise in the February 2026 senior notes offering?

Wesco priced $1.5 billion of senior notes in February 2026. According to Wesco, the offering comprises $650 million of 5.250% notes due 2031 and $850 million of 5.500% notes due 2034, with estimated net proceeds of approximately $1.48 billion.

When will the Wesco (WCC) senior notes settlement occur and when will redemption of the 2028 notes take place?

Settlement of the new notes is scheduled for February 27, 2026. According to Wesco, redemption of the outstanding 7.250% senior notes due 2028 is planned to occur on or after June 15, 2026.

What will Wesco (WCC) use the net proceeds from the 2026 note offering for?

Wesco intends to use net proceeds to redeem its 7.250% notes due 2028 and to repay part of its ABL Facility. According to Wesco, proceeds will also temporarily repay and then redraw amounts under its Receivables and ABL facilities before the redemption.

What are the terms and guarantees for the new Wesco (WCC) senior notes due 2031 and 2034?

The notes consist of 5.250% due 2031 and 5.500% due 2034, each issued at 100% of principal. According to Wesco, they are unsecured obligations of Wesco Distribution and are guaranteed on an unsecured, unsubordinated basis by Wesco and Anixter.

Were the Wesco (WCC) 2031 and 2034 notes registered for public sale in the U.S.?

No, the notes were offered only to qualified institutional buyers and certain non-U.S. persons under exemptions. According to Wesco, the notes have not been and will not be registered under the Securities Act and cannot be publicly offered in the U.S.