Atkore plans conditional $400M senior notes redemption
Atkore may delay the redemption or rescind its notice if the merger and funding conditions remain unmet by the applicable date.
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Form Type
8-K
Rhea-AI Filing Summary
Atkore Inc. (ATKR) gave conditional notice that it elected to redeem all outstanding $400 million aggregate principal amount of its 4.25% Senior Notes due 2031. The redemption depends on satisfaction or waiver of conditions, including completion of Prysmian S.p.A.’s merger with Atkore and Prysmian’s provision of funds sufficient to complete the redemption under the indenture.
The redemption is scheduled for October 19, 2026, or a later date Atkore designates under the notice. Atkore may delay it until the conditions are satisfied or waived, or rescind the notice if they remain unmet by the applicable date. Each redeemed note is to be paid at 102.125% of principal—$1,021.25 per $1,000 principal amount—plus accrued and unpaid interest to, but excluding, the redemption date.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Aggregate principal amount: $400 million
Interest rate: 4.25%
Maturity: 2031
+3 more
6 metrics
Aggregate principal amount
$400 million
All outstanding 4.25% Senior Notes due 2031
Interest rate
4.25%
Senior Notes due 2031
Maturity
2031
Senior Notes
Scheduled redemption date
October 19, 2026
May be delayed or replaced with a later date designated by Atkore under the notice
Redemption price
102.125% of principal
For each redeemed Note, plus accrued and unpaid interest to, but excluding, the redemption date
Redemption payment per principal amount
$1,021.25 per $1,000 principal amount
Plus accrued and unpaid interest to, but excluding, the redemption date
Key Terms
Indenture, conditions precedent, accrued and unpaid interest, Redemption Date
4 terms
Indenture financial
"pursuant to the Indenture"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
conditions precedent financial
"satisfaction or waiver of certain conditions precedent"
Conditions precedent are the specific tasks, approvals, or facts that must be satisfied before a contract or transaction becomes effective or a payment is made. Think of them as a checklist you must complete before turning the key on a new machine; if items are missing the deal can be delayed, renegotiated, or canceled. Investors watch these conditions because they determine timing, completion risk, and whether expected benefits will actually occur.
accrued and unpaid interest financial
"plus accrued and unpaid interest thereon"
Accrued and unpaid interest is the interest that has built up on a loan or debt but hasn't been paid yet. It's like owing your friend money for a favor over time—you're expected to pay it later, even though you haven't paid it yet. This matters because it shows how much you owe beyond the original amount borrowed.
Redemption Date financial
"the “Redemption Date”"
The redemption date is the specific day when a debt-like security (such as a bond, preferred share, or certificate) must be repaid by the issuer and the investor receives the principal plus any final interest or dividends. It matters to investors because it tells when cash will return, shapes the effective return and price of the security, and creates reinvestment and timing considerations—like knowing when a loan is due so you can plan what to do with the returned money.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much ATKR debt is being redeemed?
Atkore elected to redeem $400 million aggregate principal amount of its 4.25% Senior Notes due 2031. The redemption is subject to satisfaction or waiver of conditions that include completion of the merger and Prysmian S.p.A.’s provision of sufficient funds.
When will ATKR redeem its notes, and at what price?
The redemption is scheduled for October 19, 2026, or a later date Atkore designates under the notice. Each redeemed note is priced at 102.125% of principal, or $1,021.25 per $1,000 principal amount, plus accrued and unpaid interest to, but excluding, the redemption date.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 8, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(708 ) 339-1610
(Registrant's telephone number, including area code)
N/A
(Former name )
(Former name )
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
On October 8, 2026, Atkore Inc. (the “Company”) gave conditional notice of redemption pursuant to the Indenture, dated as of May 26, 2021 (the “Indenture”), among the Company, the guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), that the Company has elected to redeem on the Redemption Date (as defined below) all outstanding notes under the Indenture, consisting of $400,000,000 aggregate principal amount of 4.25% Senior Notes due 2031 (the “Notes”).
The redemption is subject to the satisfaction or waiver of certain conditions precedent as provided in the notice of redemption, including (i) the completion of the merger of Trinity Merger Sub, Inc. (“Merger Sub”) with and into the Company (the “Merger”) pursuant to the Agreement and Plan of Merger, dated as of August 2, 2026 (the “Merger Agreement”), by and among the Company, Prysmian S.p.A. (“Buyer”), Merger Sub and, solely for purposes of Sections 9.8 and 9.15 thereof, Prysmian Cables and Systems USA, LLC, and (ii) Buyer having provided or caused to be provided to the Trustee, as contemplated by Section 6.14(b) of the Merger Agreement, funds sufficient to effect the redemption in compliance with the provisions of the Indenture (including any fees or expenses payable to any agent or counsel of the Trustee). The redemption will take place on October 19, 2026, or such later date as may be designated by the Company in accordance with the notice of redemption (the “Redemption Date”). In the discretion of the Company, the Redemption Date may be delayed until such time as the conditions precedent are satisfied or waived, or the redemption may not occur and the notice of redemption may be rescinded if such conditions have not been satisfied or waived by the original Redemption Date or any delayed Redemption Date, as applicable.
The redemption price with respect to any redeemed Note will be equal to 102.125% of the principal amount of such Note (which is equal to $1,021.25 per $1,000 principal amount), plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.
This Current Report on Form 8-K does not constitute a notice of redemption under the Indenture or an offer to tender for, or purchase, any Notes or any other security. There can be no assurances that the conditions precedent to the redemption will be satisfied or waived or that the redemption will occur.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. | Description of Exhibit | |||||||
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ATKORE INC.
By: /s/ Daniel S. Kelly
Daniel S. Kelly
Vice President, General Counsel and Secretary
Vice President, General Counsel and Secretary
Date: October 8, 2026