Smith+Nephew to repurchase $250M of 2030 notes
Smith & Nephew will repurchase and cancel US$250 million of its 2.032% notes due 2030 after a prorated oversubscribed cash tender offer.
Rhea-AI Filing Summary
SMITH & NEPHEW plc (SNN) reports the results of its cash tender offer for its 2.032% Senior Notes due 2030. The company had offered to repurchase up to U.S.$250 million aggregate principal amount of these notes and received tenders totaling U.S.$431.8 million.
Because tenders exceeded the maximum, acceptances were prorated using a 57.995% scaling factor, resulting in U.S.$250 million principal amount of notes being accepted for purchase at U.S.$878.90 per U.S.$1,000 principal amount, plus accrued interest. Settlement is expected on September 18, 2026, after which the purchased notes are expected to be canceled.
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Filing Explained
The purchase remains conditional, and holders whose notes are not accepted will receive those notes back after proration.
The offer has expired, but the company’s obligation to accept and pay for the tendered notes remains conditional on the offer’s stated conditions; settlement is expected on
For tendering holders, notes not accepted through proration will be returned, so the
Key Figures
Maximum Tender Amount: U.S.$250,000,000
Aggregate Principal Amount Outstanding: U.S.$900,000,000
Notes Tendered: U.S.$431,825,000
+5 more
8 metrics
Maximum Tender Amount
U.S.$250,000,000
Aggregate principal amount of 2.032% Senior Notes due 2030 targeted in the cash tender offer
Aggregate Principal Amount Outstanding
U.S.$900,000,000
Total 2.032% Senior Notes due 2030 outstanding as of the commencement of the tender offer
Notes Tendered
U.S.$431,825,000
Aggregate principal amount of notes validly tendered and not withdrawn by the expiration time
Notes Accepted for Purchase
U.S.$250,000,000
Aggregate principal amount of notes accepted in the tender offer after proration
Scaling Factor
57.995%
Proration factor applied to each tender instruction for the notes
Tender Offer Consideration
U.S.$878.90 per U.S.$1,000 principal
Cash consideration per U.S.$1,000 principal amount of notes accepted, excluding accrued interest
Annual Sales 2025
U.S.$6.2 billion
Smith+Nephew’s reported annual sales for 2025
Expected Settlement Date
September 18, 2026
Date on which payment for accepted notes and related interest is expected
Key Terms
Tender Offer, Senior Notes, Scaling Factor, Offer to Purchase, +2 more
6 terms
Tender Offer financial
"announced today the results of its previously announced offer to purchase for cash (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.
Senior Notes financial
"U.S.$250 million aggregate principal amount of the Company's 2.032% Senior Notes due 2030"
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.
Scaling Factor financial
"The Scaling Factor applied to the Notes is set forth in the table below"
Offer to Purchase financial
"subject to the conditions set forth in an offer to purchase dated September 8, 2026 (the "Offer to Purchase")"
An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.
Settlement Date financial
"The Settlement Date is expected to be September 18, 2026"
The settlement date is the day when a securities trade is finalized: the buyer’s cash is delivered and the seller’s shares or bonds are transferred into the buyer’s account. Think of it like the closing day of a purchase, when ownership and payment officially change hands; until then the trade exists as an agreement but not as completed property transfer. Investors care because payment timing affects cash availability, record of ownership, dividends, and legal rights tied to the asset.
forward-looking statements regulatory
"This announcement contains certain "forward-looking" statements within the meaning of Section 27A"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did SMITH & NEPHEW plc (SNN) announce in this Form 6-K?
Smith+Nephew announced the results of a cash tender offer for its 2.032% Senior Notes due 2030, confirming that it will purchase U.S.$250 million principal amount of the notes and expects to settle the transaction on September 18, 2026.
How large was Smith+Nephew’s tender offer for its 2.032% notes?
The tender offer targeted up to U.S.$250 million aggregate principal amount of Smith+Nephew’s 2.032% Senior Notes due 2030, compared with U.S.$900 million aggregate principal amount of these notes outstanding at the commencement of the offer.
How much of Smith+Nephew’s 2.032% notes were tendered and accepted?
Holders tendered U.S.$431,825,000 principal amount of the notes. Due to the U.S.$250 million maximum tender amount, acceptances were prorated using a 57.995% scaling factor, resulting in U.S.$250 million principal amount being accepted for purchase.
What price is Smith+Nephew paying in the tender offer for the 2.032% notes?
For notes accepted in the tender offer, Smith+Nephew will pay U.S.$878.90 per U.S.$1,000 principal amount, plus accrued and unpaid interest from the last interest payment date to, but excluding, the expected settlement date of September 18, 2026.
What happens to Smith+Nephew’s notes purchased in the tender offer?
Notes that are accepted and purchased in the tender offer are expected to be canceled and will no longer remain outstanding obligations of Smith+Nephew, while notes not accepted due to proration will be returned to the tendering holders.
What is the maturity and coupon of Smith+Nephew’s notes involved in the tender offer?
The securities subject to the tender offer are 2.032% Senior Notes due October 14, 2030, with U.S.$900 million aggregate principal amount outstanding as of the commencement date of the tender offer.
How big is Smith+Nephew’s business relative to this debt transaction?
Smith+Nephew reports that it generated annual sales of U.S.$6.2 billion in 2025 and operates in around 100 countries, highlighting the scale of its global medical technology business relative to the U.S.$250 million debt repurchase.
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
16, 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
__
September 16, 2026
Smith+Nephew announces results of its cash tender offer for up to
$250 million of its outstanding 2.032% notes due 2030
Smith+Nephew, the global medical technology company (the
"Company") (LSE:SN, NYSE: SNN), announced today the
results of its previously announced offer to purchase for cash (the
"Tender
Offer"), upon the terms and
subject to the conditions set forth in an offer to purchase dated
September 8, 2026 (the "Offer to
Purchase"), up to U.S.$250
million aggregate principal amount (the "Maximum Tender
Amount") of the Company's
2.032% Senior Notes due 2030 (the "Notes") from each registered holder of the Notes (each a
"Holder" and collectively, the "Holders"). The Tender Offer was made upon and is subject
to the terms and conditions set forth in the Offer to Purchase.
Capitalized terms not otherwise defined in this announcement have
the same meaning as assigned to them in the Offer to
Purchase.
The Tender Offer expired at 5:00 p.m. (New York City time)
yesterday, September 15, 2026 (the "Expiration Time"). The
aggregate principal amount of Notes validly tendered and not
withdrawn as of the Expiration Time was
U.S.$431,825,000.
As the aggregate principal amount of Notes validly tendered and not
validly withdrawn exceeded the Maximum Tender Amount, acceptance of
the Notes was subject to proration as described in the Offer to
Purchase. The Scaling Factor applied to the Notes is set forth in
the table below. All Notes not accepted as a result of proration
will be returned to the tendering Holder.
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Title of
Security
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CUSIP/ISIN(1)
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Aggregate Principal Amount
Outstanding(2)
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Tender Offer
Consideration(3)
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Aggregate Principal Amount Accepted for Purchase
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Scaling Factor
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2.032% Senior Notes due 2030 (Maturity date: October 14,
2030)
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83192P AA6 / US83192PAA66
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$900,000,000
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U.S.$878.90
per U.S.$1,000 principal amount
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U.S.$250,000,000
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57.995%
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(1) No
representation is made as to the correctness or accuracy of the
CUSIP or ISIN numbers listed in this announcement or printed on the
Notes. They are provided solely for the convenience of Holders of
the Notes.
(2) As
of the commencement date of the Tender Offer.
(3) Per
U.S.$1,000 principal amount of Notes validly tendered and accepted
for purchase pursuant to the Tender Offer. Does not include accrued
and unpaid interest.
Pro rata acceptance for the Notes subject to proration was
calculated by multiplying the principal amount of the Notes
represented by each tender instruction requiring proration by the
Scaling Factor and rounding down to the nearest U.S.$1,000
increment. See the Offer to Purchase for further details and
conditions of proration.
Subject to the terms and conditions of the Tender Offer, in
addition to the Tender Offer Consideration, Holders whose Notes are
accepted for purchase in the Tender Offer will also be paid accrued
and unpaid interest from the last interest payment date of the
Notes to, but excluding, the Settlement Date, payable on the
Settlement Date.
The Company's obligation to accept for purchase, and pay for,
validly tendered Notes that have not been validly withdrawn, if
applicable, is subject to, and conditioned upon, satisfaction or,
where applicable, waiver of, conditions to the Tender
Offer.
The Settlement Date is expected to be September 18, 2026. Notes
that are accepted and purchased in the Tender Offer are expected to
be canceled and to no longer remain outstanding obligations of the
Company.
Further Information
Questions and requests for assistance in connection with the Tender
Offer may be directed to the Dealer Manager at:
Merrill Lynch International
2 King Edward Street London, EC1A 1HQ
United Kingdom
Attn: Liability Management Group
Telephone (Europe): +44 20 7996 5420
Telephone (U.S. Toll Free): +1 (888) 292-0070
Telephone (U.S.): +1 (980) 387-3907
Email: DG.LM-EMEA@bofa.com
Questions and requests for assistance in connection with the tender
of Notes may be directed to:
Global Bondholder Services Corporation
65 Broadway - Suite 404
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers Call: +1 (212) 430-3774
Toll Free: +1 (855) 654-2015
Email: contact@gbsc-usa.com
NOTICE AND DISCLAIMER
From time to time, the Company may purchase additional Notes in the
open market, in privately negotiated transactions, through tender
offers or otherwise, or may redeem Notes pursuant to the terms of
the indenture governing the Notes. Any future purchases or
redemptions may be on the same terms or on terms that are more or
less favorable to Holders of Notes than the terms of the Tender
Offer. Any future purchases or redemptions by the Company will
depend on various factors existing at that time. There can be no
assurance as to which, if any, of these alternatives (or
combinations thereof) the Company may choose to pursue in the
future. The effect of any of these actions may directly or
indirectly affect the price of any Notes that remain outstanding
after the consummation or termination of the Tender
Offer.
This announcement must be read in conjunction with the Offer to
Purchase. This announcement and the Offer to Purchase contain
important information which must be read carefully. If any Holder
is unsure of the impact of the Tender Offer, it is recommended to
seek its own financial and legal advice, including as to any tax
consequences, from its stockbroker, bank manager, attorney,
accountant or other independent financial or legal adviser. None of
the Company, the Dealer Manager, the Information & Tender Agent
and any person who controls, or is a director, officer, employee or
agent of such persons, or any affiliate of such persons, has made
or makes any recommendation as to Holders' participation in the
Tender Offer.
General
This announcement is for informational purposes only and shall not
constitute an offer to buy, a solicitation to buy or an offer to
sell any securities.
- ends -
Investor contacts
Emily Heaven +44 (0) 7811
919437
Smith+Nephew
emily.heaven@smith-nephew.com
Craig
Bijou
+1 (475) 850-8282
Smith+Nephew
craig.bijou@smith-nephew.com
Media Enquiries
Charles Reynolds +44 7811
121398
Smith+Nephew
charles.reynolds@smith-nephew.com
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.
Smith+Nephew Forward-looking Statements
This announcement contains certain "forward-looking" statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as
amended. 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 organization 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 and
the Offer to Purchase, 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.
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 16, 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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