| Item 1.01 |
Entry into a Material Definitive Agreement. |
On June 2, 2026, Hubbell Incorporated (“Hubbell”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc. and HSBC Securities (USA) Inc., as representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), relating to Hubbell’s public offering of $500,000,000 aggregate principal amount of its 4.650% Senior Notes due 2031 (the “2031 Notes”), $700,000,000 aggregate principal amount of its 4.900% Senior Notes due 2033 (the “2033 Notes”) and $700,000,000 aggregate principal amount of its 5.150% Senior Notes due 2036 (the “2036 Notes” and, together with the 2031 Notes and the 2033 Notes, the “Notes”). The offering of the Notes was made pursuant to Hubbell’s shelf registration statement on Form S-3 (Registration No. 333-289041), which became automatically effective upon filing with the U.S. Securities and Exchange Commission (the “SEC”) on July 29, 2025, and a preliminary prospectus supplement and prospectus supplement filed with the SEC related to the offering of the Notes.
Pursuant to the Underwriting Agreement, Hubbell agreed to sell the Notes to the Underwriters and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement includes customary representations, warranties and covenants by Hubbell. The Underwriting Agreement also provides for customary indemnification by each of Hubbell and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The net proceeds from the offering of the Notes were approximately $1,869.6 million after deducting the underwriting discount and estimated offering expenses payable by Hubbell. Hubbell expects to use the net proceeds from the offering of the Notes, together with cash on hand and/or additional borrowings (including under its previously announced 2026 term loan facility and/or issuances of commercial paper) to fund in part the previously announced acquisition of NSI Electrical Buyer, Inc., a Delaware corporation (“NSI Industries”, and such transaction, the “NSI Acquisition”), to repay certain indebtedness of NSI Industries and its subsidiaries, and to pay fees, costs and expenses in connection with the foregoing.
The Notes were issued on June 8, 2026 under the Indenture, dated as of September 15, 1995 (the “Base Indenture”), between Hubbell and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A. (successor as trustee to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, formerly known as Chemical Bank))), as trustee, as amended and supplemented by the Eighth Supplemental Indenture, dated as of June 8, 2026 (the “Eighth Supplemental Indenture,” and the Base Indenture as heretofore supplemented and as supplemented by the Eighth Supplemental Indenture, the “New Notes Indenture”), between Hubbell and U.S. Bank Trust Company, National Association, as trustee.
The 2031 Notes will mature on June 15, 2031, the 2033 Notes will mature on June 15, 2033 and the 2036 Notes will mature on June 15, 2036. Interest on the Notes will be payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2026.
Hubbell may redeem all or part of each series of the Notes at any time prior to maturity at the redemption prices set forth in the New Notes Indenture.
In the event that the NSI Acquisition is not consummated on or prior to the date that is five business days after the later of (i) May 1, 2027 or (ii) any later date as the parties to the purchase agreement related to the NSI Acquisition may agree as the “Outside Date” thereunder, or Hubbell notifies the trustee in writing that Hubbell will not pursue the consummation of the NSI Acquisition, Hubbell will be required to redeem the Notes then outstanding at a redemption price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date.
In the event of a change in control triggering event (as defined in the Eighth Supplemental Indenture), the holders of the Notes may require Hubbell to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, on the notes repurchased to, but excluding, the repurchase date.
The Notes will be Hubbell’s unsecured, unsubordinated obligations, ranking equally in right of payment with Hubbell’s other existing and future unsecured, unsubordinated indebtedness from time to time outstanding, and effectively subordinated in right of payment to all of Hubbell’s current and future secured indebtedness to the extent of the value of the assets securing such indebtedness. The Notes will be exclusively obligations of Hubbell and will not be guaranteed by any of its subsidiaries. As a result, the Notes will be structurally subordinated to existing or future preferred stock, indebtedness, guarantees and other liabilities, including trade payables, of such subsidiaries.
The New Notes Indenture also contains customary covenant and event of default provisions.
Please refer to the prospectus supplement filed with the SEC for additional information regarding the offering and the terms and conditions of the Notes. The foregoing summary of the Underwriting Agreement and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, the Base Indenture, the Eighth Supplemental Indenture and the forms of the Notes, which are attached to this Current Report on Form 8-K as Exhibits 1.1, 4.1, 4.2 and 4.3 through 4.5, respectively, and are incorporated into this Item 1.01 by reference.
