Smith & Nephew prices $700M 5.75% notes due 2036
Smith & Nephew plc prices a USD 700 million 5.750% bond due 2036, mainly to refinance 2.032% notes maturing in 2030 through a tender offer.
Rhea-AI Filing Summary
SMITH & NEPHEW PLC (SNN) has priced a USD 700 million offering of 5.750% Notes due 2036. Net proceeds of USD 690.9 million after underwriting discounts will be used primarily to fund the purchase of its outstanding 2.032% Senior Notes due 2030 through a tender offer, and to pay related fees and expenses, with any remainder for general corporate purposes.
The notes offering is expected to close on September 11, 2026, subject to customary conditions. The issuance is conducted under an SEC registration statement, and the notes are targeted at institutional and other non-retail investors, with sales to retail investors in the United Kingdom and the European Economic Area specifically restricted.
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Key Figures
Notes principal amount: USD 700,000,000
Coupon rate: 5.750%
Net proceeds: USD 690,928,000
+3 more
6 metrics
Notes principal amount
USD 700,000,000
5.750% Notes due 2036 issued by Smith & Nephew plc
Coupon rate
5.750%
Fixed interest rate on Notes due 2036
Net proceeds
USD 690,928,000
Proceeds to Smith & Nephew after underwriting discounts
Existing notes targeted
2.032% Senior Notes due 2030
Outstanding notes to be purchased in a tender offer using new proceeds
Closing date
September 11, 2026
Scheduled closing of the 5.750% Notes due 2036 offering
2025 annual sales
$6.2 billion
Smith & Nephew’s reported annual sales in 2025
Key Terms
tender offer, prospectus supplement, MiFID II, PRIIPs Regulation, +2 more
6 terms
tender offer financial
"used to fund the purchase of Smith+Nephew's outstanding 2.032% Senior Notes due 2030 in the tender offer"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
prospectus supplement regulatory
"communication of the prospectus supplement and the accompanying prospectus and any other documents"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
MiFID II regulatory
"a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II)"
MiFID II is a set of rules in Europe that aims to make financial markets more transparent and fair. It requires banks and investment firms to clearly explain their services and costs to clients, helping people make better-informed decisions when investing their money.
PRIIPs Regulation regulatory
"no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation")"
The PRIIPs regulation is a set of rules designed to help individual investors understand the risks and potential rewards of complex financial products, such as investment funds and insurance-based investments. It requires providers to present clear, standardized information—similar to a nutrition label—so investors can compare options easily and make informed decisions. This regulation aims to increase transparency and protect consumers in the financial market.
Product Disclosure Sourcebook regulatory
"no disclosure document required by the Product Disclosure Sourcebook of the UK Financial Conduct Authority"
retail investor financial
"The Notes are not intended to be offered, sold, distributed or otherwise made available to any retail investor"
An individual who buys and sells stocks, bonds, or other securities for their own personal account rather than on behalf of a bank, fund, or other institution. Think of a retail investor as a neighborhood shopper compared with large wholesale buyers: their collective choices can move prices, volume and volatility, and they often have less access to research and protection, which matters to markets and to other investors assessing demand and risk.
FAQ
What type of securities is SMITH & NEPHEW PLC (SNN) issuing in this Form 6-K?
Smith & Nephew is issuing USD 700,000,000 5.750% Notes due 2036. These are fixed-rate debt securities, with the offering expected to close on September 11, 2026, subject to the satisfaction of customary conditions.
How much in net proceeds will SNN receive from the 5.750% Notes due 2036?
Smith & Nephew expects net proceeds of approximately USD 690,928,000 from the 5.750% Notes due 2036, after underwriting discounts. These proceeds will be applied to a tender offer, related fees and expenses, and remaining amounts for general corporate purposes.
How will SMITH & NEPHEW PLC (SNN) use the proceeds from this bond issue?
Smith & Nephew plans to use the USD 690.9 million in proceeds primarily to fund the purchase of its outstanding 2.032% Senior Notes due 2030 in a tender offer, pay related fees and expenses, and apply any remaining funds to general corporate purposes.
When is the closing date for SMITH & NEPHEW PLC’s new 5.750% Notes due 2036?
The offering of the 5.750% Notes due 2036 is scheduled to close on September 11, 2026, subject to the satisfaction of customary closing conditions associated with this type of debt issuance.
Are the new SNN notes available to retail investors in the UK or EEA?
No. The notes are not intended to be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom or the European Economic Area, and required retail disclosure documents have not been prepared.
What is Smith & Nephew’s business profile and 2025 sales level?
Smith & Nephew describes itself as a portfolio medical technology business focused on repair, regeneration and replacement of soft and hard tissue. It operates in around 100 countries and generated $6.2 billion of annual sales in 2025.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the
Securities Exchange Act of 1934
September
10, 2026
Commission
File Number 001-14978
SMITH & NEPHEW plc
(Registrant’s
name)
Building 5, Croxley Park, Hatters Lane
Watford, England, WD18 8YE
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F ✔
Form 40-F
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September 10, 2026
SMITH+NEPHEW PRICES USD BOND ISSUE
Smith & Nephew plc (LSE:SN, NYSE:SNN) ("Smith+Nephew") has
completed the pricing of USD 700,000,000 5.750% Notes due 2036
(the "Notes").
The proceeds to Smith+Nephew (after underwriting discounts) of USD
690,928,000 from the Notes will be used to fund the purchase
of Smith+Nephew's outstanding 2.032% Senior Notes due 2030 in the
tender offer and to pay certain related fees and expenses, and the
remaining for general corporate purposes.
The offering is scheduled to close on September 11, 2026, subject
to the satisfaction of customary conditions.
Smith+Nephew has filed a registration statement (including a
prospectus) with the U.S. Securities and Exchange
Commission (the "SEC") for the offering to which this communication
relates. Investors should read the prospectus in such
registration statement and other documents Smith+Nephew has filed
with the SEC for more complete information about Smith+Nephew and
this offering. You may get these documents for free by visiting the
SEC web site at www.sec.gov. Alternatively, you may obtain a
copy of the Prospectus and Preliminary Prospectus Supplement
from BofA Securities, Inc. by calling toll-free at
+1-800-294-1322, J.P. Morgan Securities LLC by calling collect at
+1-212-834-4533, Mizuho Securities USA LLC by calling toll-free at
+1-866-271-7403 or SMBC Nikko Securities America, Inc. by calling
toll-free at +1-888-868-6856.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
Enquiries
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Investors
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Emily Heaven
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+44 (0) 7811 919437
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Smith+Nephew
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Craig
Bijou
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+1 (475) 850-8282
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Smith+Nephew
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Media
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Charles Reynolds
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+44 (0) 7811 121398
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Smith+Nephew
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Legal Entity Identifier: 213800ZTMDN8S67S1H61
About Smith+Nephew
Smith+Nephew is a portfolio medical technology business focused on
the repair, regeneration and replacement of soft and hard tissue.
We exist to restore people's bodies and their self-belief by using
technology to take the limits off living. We call this purpose
'Life Unlimited'. Our 17,000 employees deliver this mission every
day, making a difference to patients' lives through the excellence
of our product portfolio, and the invention and application of new
technologies across our three global business units of
Orthopaedics, Sports Medicine & ENT and Advanced Wound
Management.
Founded in Hull, UK, in 1856, we now operate in around 100
countries, and generated annual sales of $6.2 billion in 2025.
Smith+Nephew is a constituent of the FTSE100 (LSE:SN, NYSE:SNN).
The term 'Smith+Nephew' is used to refer to Smith & Nephew plc
and its consolidated subsidiaries, unless the context requires
otherwise.
For more information about Smith+Nephew, please
visit www.smith-nephew.com and
follow us on X, LinkedIn, Instagram or Facebook.
Forward-looking statements
This document may contain forward-looking statements that may or
may not prove accurate. For example, statements
regarding expected revenue growth and trading profit margins,
market trends and our product pipeline are forward-looking
statements. Phrases such as "aim", "plan", "intend", "anticipate",
"well-placed", "believe", "estimate", "expect", "target",
"consider" and similar expressions are generally intended to
identify forward-looking statements. Forward-looking statements
involve known and unknown risks, uncertainties and other important
factors that could cause actual results to differ materially from
what is expressed or implied by the statements. For Smith+Nephew,
these factors include: conflicts in Europe and the Middle East,
economic and financial conditions in the markets we serve,
especially those affecting healthcare providers, payers and
customers; price levels for established and innovative medical
devices; developments in medical technology; regulatory approvals,
reimbursement decisions or other government actions; product
defects or recalls or other problems with quality management
systems or failure to comply with related regulations; litigation
relating to patent or other claims; legal and financial compliance
risks and related investigative, remedial or enforcement actions;
disruption to our supply chain or operations or those of our
suppliers; competition for qualified personnel; strategic actions,
including acquisitions and disposals, our success in performing due
diligence, valuing and integrating acquired businesses; disruption
that may result from transactions or other changes we make in our
business plans or organisation to adapt to market developments;
relationships with healthcare professionals; reliance on
information technology and cybersecurity; disruptions due to
natural disasters, weather and climate change related events;
changes in customer and other stakeholder sustainability
expectations; changes in taxation regulations; effects of foreign
exchange volatility; effects of AI use and deployment; and numerous
other matters that affect us or our markets, including those of a
political, economic, business, competitive or reputational nature.
Please refer to the documents that Smith+Nephew has filed with the
U.S. Securities and Exchange Commission under the U.S. Securities
Exchange Act of 1934, as amended, including Smith+Nephew's most
recent annual report on Form 20-F for the year ended December 31,
2025 and interim financial statements on Form 6-K for the six
months period ended June 27, 2026, which are available on the SEC's
website at www. sec.gov, for a discussion of certain of these
factors. Any forward-looking statement is based on information
available to Smith+Nephew as of the date of the statement. The
Company can give no assurance that any goal or plan set forth in
the Company's forward-looking statements will be achieved and
readers are cautioned not to place undue reliance on such
statements, which speak only as of the date made. All written or
oral forward-looking statements attributable to Smith+Nephew are
qualified by this caution. Smith+Nephew does not undertake any
obligation to update or revise any forward-looking statement to
reflect any change in circumstances or in Smith+Nephew's
expectations.
◊ Trademark
of Smith+Nephew. Certain marks registered in US Patent and
Trademark Office.
United Kingdom
The communication of the prospectus supplement and the accompanying
prospectus and any other documents or materials relating to the
Notes is not being made, and such documents and/or materials have
not been approved, by an authorized person for the purposes of
Section 21 of the United Kingdom's Financial Services and Markets
Act 2000, as amended (the "FSMA"). Accordingly, such documents
and/or materials are not being distributed to, and must not be
passed on to, the general public in the United Kingdom. Such
documents and/or materials are only being distributed to, and are
only directed at, persons outside the United Kingdom or in the
United Kingdom to persons that (i) have professional experience in
matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the "Order"), (ii) who fall within Article
49(2)(a) to (d) of the Order or (iii) to whom it may otherwise
lawfully be communicated (all such persons together being referred
to as "relevant persons"). The Notes are only available to, and any
invitation, offer or agreement to purchase or otherwise acquire
such Notes will be engaged in only with, relevant
persons.
Prohibition of Sales to United Kingdom Retail
Investors
The Notes are not intended to be offered, sold, distributed or
otherwise made available to and should not be offered, sold,
distributed or otherwise made available to any retail investor in
the United Kingdom. For these purposes, a "retail investor" means a
person who is either one (or both) of the following: (i) not a
professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law in the
United Kingdom; or (ii) not a qualified investor as defined in
paragraph 15 of Schedule 1 to the Public Offers and Admission to
Trading Regulations 2024. Consequently, no disclosure document
required by the Product Disclosure Sourcebook of the UK Financial
Conduct Authority ("DISC") for offering, selling or distributing
the Notes or otherwise making them available to retail investors in
the United Kingdom has been prepared and therefore offering,
selling or distributing the Notes or otherwise making them
available to any retail investor in the United Kingdom may be
unlawful under the DISC and the Consumer Composite Investments
(Designated Activities) Regulations 2024.
Prohibition of Sales to EEA Retail Investors
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area (the
"EEA"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II); or
(ii) a customer within the meaning of Directive (EU) 2016/97 (as
amended, the "Insurance Distribution Directive") where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II. Consequently no key
information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Notes
or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
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, thereunto duly authorized.
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Smith & Nephew plc
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(Registrant)
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Date:
September 10, 2026
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By:
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/s/
Helen Barraclough
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Helen
Barraclough
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Company
Secretary
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