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Hubbell (NYSE: HUBB) adds $900M term loan to fund NSI acquisition

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Hubbell Incorporated entered into a new unsecured Term Loan Agreement to support its planned acquisition of NSI Electrical Buyer, Inc. and its subsidiaries. The facility allows Hubbell to borrow up to $900 million in a single draw when the NSI acquisition closes, with the loan maturing on the third anniversary of that borrowing date.

The loan will finance the NSI acquisition, repay certain NSI debt, and cover related fees and expenses. Interest is based on either an Alternate Base Rate or Term SOFR plus a spread tied to Hubbell’s credit ratings. The agreement includes customary covenants and a financial test limiting the ratio of total indebtedness to total capitalization to no more than 65%, along with cross-default provisions for other debt above $100 million and a change of control trigger.

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Insights

$900M term loan adds leverage to fund NSI acquisition.

The new unsecured term loan provides up to $900 million to fund the NSI acquisition, refinance certain NSI debt and pay related costs. It is structured as a single draw at closing, with a final maturity three years after borrowing.

Pricing is tied to Hubbell’s credit ratings and uses either an Alternate Base Rate or Term SOFR benchmark, which aligns with current institutional lending standards. The agreement includes a key leverage covenant: total indebtedness to total capitalization must not exceed 65% at each quarter-end.

Events of default cover missed payments, covenant breaches, cross-default to other debt above $100 million, and change of control. The facility’s impact will depend on the final acquisition closing, integration of NSI, and future disclosures in Hubbell’s periodic reports.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Term loan capacity $900 million Maximum unsecured borrowing under Term Loan Agreement
Leverage covenant 65% ratio Total indebtedness to total capitalization limit at quarter-end
Cross-default threshold $100 million Other debt level triggering cross-default if unpaid or accelerated
Loan maturity 3 years Due on third anniversary of borrowing date
Agreement date May 15, 2026 Date of Term Loan Agreement execution
Term Loan Agreement financial
"On May 15, 2026, Hubbell, as borrower, entered into a Term Loan Agreement"
A term loan agreement is a formal contract in which a borrower receives a fixed amount of money from a lender and agrees to repay it over a set period with interest, much like a mortgage or car loan for a business. It matters to investors because the scheduled repayments, interest cost and any lender-imposed rules affect a company’s cash flow, financial flexibility and creditworthiness, which can change risk and share value.
Alternate Base Rate financial
"The loans under the Term Loan Agreement will bear interest based on the Alternate Base Rate"
Term SOFR Rate financial
"The loans under the Term Loan Agreement will bear interest based on the Alternate Base Rate or the Term SOFR Rate"
Term SOFR rate is a forward-looking interest rate for a set period (for example one or three months) based on the overnight cost of borrowing cash using Treasury securities as collateral. Think of it as a quoted, agreed-upon lending rate for a future interval, like locking in the expected short-term borrowing cost ahead of time. Investors care because it is used to price loans, bonds and derivatives as a transparent replacement for older benchmarks, affecting interest payments and valuation.
change of control financial
"or a change of control of Hubbell"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
forward-looking statements regulatory
"Information Concerning Forward Looking Statements Certain statements contained in this"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
HUBBELL INC false 0000048898 0000048898 2026-05-15 2026-05-15
 
 

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): May 15, 2026

 

 

HUBBELL INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

Connecticut   1-2958   06-0397030

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

40 Waterview Drive

Shelton, Connecticut

  06484
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (475) 882-4000

N/A

(Former name or former address, if changed since last report.)

 

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock - par value $0.01 per share   HUBB   New York Stock Exchange

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. ☐

 

 
 


Introductory Note.

As previously disclosed in the Current Report on Form 8-K, filed by Hubbell Incorporated, a Connecticut corporation (“Hubbell”), on May 4, 2026, Hubbell and Hubbell Incorporated (Delaware), a Delaware corporation and wholly-owned subsidiary of Hubbell, entered into a Stock Purchase Agreement (the “Agreement”), by and among Hubbell Incorporated (Delaware), NSI Electrical Buyer, Inc., a Delaware corporation (the “Company”), NSI Buyer, LP, a Delaware limited partnership, and Hubbell, as parent guarantor, dated as of May 1, 2026. Subject to the terms and conditions set forth in the Agreement, Hubbell and Hubbell Incorporated (Delaware) agreed to purchase all the issued and outstanding capital stock of the Company (together with its subsidiaries, “NSI” and such acquisition, the “NSI Acquisition”).

 

Item 1.01

Entry into a Material Definitive Agreement.

On May 15, 2026, Hubbell, as borrower, entered into a Term Loan Agreement (the “Term Loan Agreement”) with a syndicate of lenders and JPMorgan Chase Bank, N.A., as administrative agent.

The Term Loan Agreement provides Hubbell with the ability to borrow up to $900 million on an unsecured basis to finance the NSI Acquisition, repay certain existing indebtedness of NSI and pay fees, costs and expenses in connection with the foregoing. The availability of the loans under the Term Loan Agreement is subject to the satisfaction (or waiver) of certain conditions set forth therein, including the consummation of the NSI Acquisition concurrently with the funding of such loans.

The loans under the Term Loan Agreement will be available in a single borrowing on the closing date of the NSI Acquisition and will be due and payable on the third anniversary of the date of such borrowing. The loans under the Term Loan Agreement will bear interest based on the Alternate Base Rate or the Term SOFR Rate (each as defined in the Term Loan Agreement), plus an applicable interest addition based on Hubbell’s credit ratings. Hubbell will pay to the lenders certain customary fees under the Term Loan Agreement.

The Term Loan Agreement contains representations and warranties and affirmative and negative covenants customary for unsecured financings of this type, as well as a financial covenant requiring that, as of the last day of each fiscal quarter, commencing with the first fiscal quarter-end date occurring on or after the effective date of the Term Loan Agreement, the ratio of total indebtedness to total capitalization shall not be greater than 65%. An event of default under the Term Loan Agreement may be triggered by, among other things, a failure to pay when due any principal on any loan under the Term Loan Agreement, failure to comply with certain covenants under the Term Loan Agreement, failure to make payments when due in respect of, or the acceleration of, other debt obligations in excess of $100 million, or a change of control of Hubbell. A default under the Term Loan Agreement would permit the lenders under the Term Loan Agreement to accelerate any outstanding loans.

The foregoing description of the Term Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Term Loan Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Document Description

10.1*    Term Loan Agreement, dated as of May 15, 2026, by and among Hubbell Incorporated, the Lenders party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent.
104    Cover Page Interactive Data File (formatted as Inline XBRL).

 

*

Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Hubbell hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission; provided, that Hubbell may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished.


Information Concerning Forward Looking Statements

Certain statements contained in this Current Report on Form 8-K may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements concerning certain plans, expectations, goals, projections, and statements about the benefits of the NSI Acquisition, Hubbell’s plans, objectives, expectations and intentions, the expected timing of completion of the NSI Acquisition and funding of the related loans, and other statements that are not strictly historic in nature. These statements may be identified by the use of forward-looking words or phrases such as “believe”, “expect”, “anticipate”, “intend”, “depend”, “plan”, “estimated”, “predict”, “target”, “should”, “could”, “may”, “subject to”, “continues”, “growing”, “prospective”, “forecast”, “projected”, “purport”, “might”, “if”, “contemplate”, “potential”, “pending”, “goals”, “scheduled”, “will”, “will likely be”, and similar words and phrases. Such forward-looking statements are based on our current expectations and involve numerous assumptions, known and unknown risks, uncertainties and other factors which may cause actual and future performance or Hubbell’s achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the impact of and substantial uncertainty regarding the duration of existing and newly announced trade tariffs, import quotas or other trade actions, restrictions or measures taken by the United States, China, Mexico, the United Kingdom, member states of the European Union, and other countries, including the recent and ongoing potential changes in U.S. trade policies, that may be made by the current or a future presidential administration and changes in trade policies in other countries made in response to changes in the U.S. trade policies; the general impact of inflation on our business, including the impact on raw materials costs, elevated interest rates and increased energy costs and our ability to implement and maintain pricing actions that we have taken to cover higher costs and protect our margin profile; economic and business conditions in particular industries, markets or geographic regions, as well the potential for macro-economic effects of the U.S. government federal deficit, and continued inflation, a significant economic slowdown, stagflation or recession; effects of unfavorable foreign currency exchange rates and the potential use of hedging instruments to hedge the exposure to fluctuating rates of foreign currency exchange on inventory purchases; supply chain disruptions and availability, costs and quantity of raw materials, purchased components, energy and freight; changes in demand for our products, market conditions, product quality, or product availability adversely affecting sales levels; ability to effectively develop and introduce new products; changes in markets or competition adversely affecting realization of price increases; continued softness in the grid automation market of Utility Solutions and residential market of Electrical Solutions; failure to achieve projected levels of efficiencies, and maintain cost savings and cost reduction measures, including those expected as a result of our lean initiatives and strategic sourcing plans; failure to comply with import and export laws; changes relating to impairment of our goodwill and other intangible assets; inability to access capital markets or failure to maintain our credit ratings; changes in expected or future levels of operating cash flow, indebtedness and capital spending; regulatory issues, and extensive worldwide changes to the taxation of multinational enterprises, including global minimum tax rules under the Organisation for Economic Co-operation and Development’s Pillar Two initiative and potential modifications to corporate taxation by the U.S. government, including adjustments to tax rates, deduction limitations, cross-border tax provisions, and administrative guidance; a major disruption in one or more of our manufacturing or distribution facilities or headquarters, including the impact of plant consolidations and relocations; changes in our relationships with, or the financial condition or performance of, key distributors and other customers, agents or business partners which could adversely affect our results of operations; the impact of productivity improvements on lead times, quality and delivery of product; anticipated future contributions and assumptions including increases in interest rates and changes in plan assets with respect to pensions and other retirement benefits, as well as pension withdrawal liabilities; adjustments to product warranty accruals in response to claims incurred, historical experiences and known costs; unexpected costs or charges, certain of which might be outside of our control; changes in strategy due to economic conditions or other conditions outside of our control affecting anticipated future global product sourcing levels; ability to carry out future acquisitions and strategic investments in our core businesses as well as the acquisition related costs; the ability of government customers to meet their financial obligations; political unrest and military actions in foreign countries, including the conflicts in Ukraine and the Middle East and trade tensions with China, as well as the impact on world markets and energy supplies and prices resulting therefrom, including the U.S.-Israel-Iran conflict, which has had substantial effects on global trade, the energy markets and the financial markets; the impact of potential natural disasters or additional public health emergencies on our financial condition and results of operations; failure of information technology systems, cybersecurity breaches, cyber threats, malware, phishing attacks, break-ins and similar events resulting in unauthorized disclosure of confidential information or disruptions or damage to information technology systems that could cause interruptions to our operations or adversely affect our internal control over financial


reporting; incurring significant and/or unexpected costs to avoid, manage, defend and litigate intellectual property matters; future repurchases of common stock under our common stock repurchase program; changes in accounting principles, interpretations, or estimates; failure to comply with any laws and regulations, including those related to data privacy and information security; the outcome of environmental, legal and tax contingencies or costs compared to amounts provided for such contingencies; improper conduct by any of our employees, agents or business partners that damages our reputation or subjects us to civil or criminal liability; our ability to hire, retain and develop qualified personnel; the ability to successfully manage and integrate acquired businesses, such as the acquisitions of Alliance USAcqCo 2, Inc. (the Ventev business), Nicor, Inc. (the Nicor business), and Power Rose Acquisition, Inc. (the DMC Power business), as well as the failure to realize expected synergies and benefits anticipated when we make an acquisition due to potential adverse reactions or changes to business or employee relationships resulting from completion of the transaction, competitive responses to the transaction, the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of an acquired business, diversion of management’s attention from ongoing business operations and opportunities, and litigation relating to the transaction; the impact of certain divestitures, including the benefits and costs of the sale of the residential lighting business; the ability to effectively implement Enterprise Resource Planning systems without disrupting operational and financial processes; Hubbell’s ability to complete the NSI Acquisition on the proposed terms or on the anticipated timeline, or at all; failure to achieve the anticipated benefits from the NSI Acquisition; other risks related to the completion of the NSI Acquisition and actions related thereto, including transaction costs and/or unknown or inestimable liabilities; risk factors related to the integration of NSI and the future opportunities and plans for the combined company; and other factors described in our Securities and Exchange Commission filings, including in the “Business”, “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Forward-Looking Statements”, and “Quantitative and Qualitative Disclosures about Market Risk” sections in our Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Reports on Form 10-Q. Any such forward-looking statements are not guarantees of future performance and actual results, developments and business decisions may differ from those contemplated by such forward-looking statements. Hubbell disclaims any duty to update any forward-looking statement, all of which are expressly qualified by the foregoing, other than as required by law.

 


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.

 

    HUBBELL INCORPORATED
Date: May 15, 2026     By:  

/s/ Katherine A. Lane

    Name:   Katherine A. Lane
    Title:   Executive Vice President, General Counsel and Secretary

FAQ

What did Hubbell (HUBB) announce regarding new financing in this 8-K?

Hubbell entered into a new unsecured Term Loan Agreement allowing it to borrow up to $900 million. The proceeds are intended to fund the NSI Acquisition, repay certain NSI indebtedness, and cover related fees and expenses associated with the transaction.

How large is Hubbell’s new term loan facility to support the NSI Acquisition?

The Term Loan Agreement provides Hubbell with the ability to borrow up to $900 million. This single-draw facility will be available at the NSI Acquisition closing and is designed to finance the purchase, refinance some NSI debt, and pay transaction-related costs.

What are the key financial covenants in Hubbell’s new Term Loan Agreement?

The agreement includes a financial covenant requiring that total indebtedness to total capitalization not exceed 65% at each fiscal quarter-end. This leverage test starts with the first quarter ending on or after the effective date of the Term Loan Agreement.

When does Hubbell’s new $900 million term loan mature?

Loans under the Term Loan Agreement are due on the third anniversary of the borrowing date. The facility will be drawn in a single borrowing that coincides with the closing of the NSI Acquisition, and then amortizes by full repayment at maturity.

What events can trigger default under Hubbell’s new Term Loan Agreement?

Events of default include failure to pay principal when due, certain covenant breaches, cross-defaults or accelerations on other debt exceeding $100 million, and a change of control of Hubbell. Upon default, lenders may accelerate repayment of outstanding loans.

How is interest determined on Hubbell’s new $900 million term loan?

Interest accrues based on either an Alternate Base Rate or the Term SOFR Rate, plus an additional margin tied to Hubbell’s credit ratings. Hubbell will also pay customary lender fees associated with this type of unsecured corporate financing arrangement.

Filing Exhibits & Attachments

4 documents