WESCO prices $650M 2031 and $850M 2034 notes

WESCO Distribution, a subsidiary of WESCO International, completed a major senior notes offering to refinance existing debt.

Rhea-AI Filing Summary

WESCO Distribution, a subsidiary of WESCO International, completed a major senior notes offering to refinance existing debt. The company sold $650 million of 5.250% senior notes due 2031 and $850 million of 5.500% senior notes due 2034, with both series issued at 100% of principal.

Net proceeds were approximately $1.48 billion, which WESCO plans to use primarily to redeem its outstanding 7.250% senior notes due 2028 and to repay borrowings under its asset-based and receivables facilities, before subsequently drawing on those facilities to fund the redemption. The new notes are unsecured, guaranteed by WESCO and Anixter Inc., and include typical covenants, change-of-control repurchase rights at 101% of principal, and early redemption options with make-whole premiums before set call dates.

Insights

Corporate credit and capital structure analyst

WESCO refinances high-coupon 2028 notes with longer-dated debt at lower coupons.

WESCO Distribution issued $650 million of 5.250% notes due 2031 and $850 million of 5.500% notes due 2034, generating about $1.48 billion in net proceeds. The stated intent is to redeem 7.250% senior notes due 2028 and reduce drawings under its asset-based and receivables facilities.

This shifts a large slice of funding into unsecured, unsubordinated notes guaranteed by WESCO and Anixter Inc., extending maturities while lowering coupons versus the 7.250% paper. Covenants limit liens, certain payments, asset sales and mergers, with some restrictions falling away if the notes achieve investment-grade ratings.

The notes include standard investor protections: make-whole call provisions before April 15 2028/2029, scheduled call prices thereafter, and a change‑of‑control put at 101% of principal plus interest. Actual balance-sheet impact will depend on execution of the planned redemption and subsequent facility borrowings disclosed for on or after June 15 2026.

8-K Event Classification

2 items: 1.01, 2.03

2 items

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt offering did WESCO International (WCC) complete on February 27, 2026?

WESCO Distribution, a WESCO International subsidiary, completed an offering of $650 million 5.250% senior notes due 2031 and $850 million 5.500% senior notes due 2034, both issued at 100% of principal, in a private placement exempt from Securities Act registration.

How much net cash did WESCO (WCC) raise from its new senior notes?

The transaction generated approximately $1.48 billion in net proceeds after initial purchaser discounts and estimated expenses. This cash will be used to redeem existing 7.250% senior notes due 2028 and to repay, then later redraw, borrowings under WESCO’s receivables and asset-based revolving credit facilities.

What are the interest rates and maturities of WESCO’s new senior notes?

The 5-year notes carry a 5.250% annual coupon and mature April 15, 2031. The 8-year notes carry a 5.500% annual coupon and mature April 15, 2034. Interest on both series is payable semi-annually on April 15 and October 15, starting October 15, 2026.

How does WESCO plan to use the proceeds from this notes offering?

WESCO intends to redeem all outstanding 7.250% senior notes due 2028 on or after June 15, 2026 and repay portions of its asset-based and receivables facilities. Initially, proceeds temporarily reduce those facilities, then are redrawn in an amount sufficient to fund the 2028 notes redemption.

Are WESCO’s new senior notes secured and who guarantees them?

The notes are unsecured, unsubordinated obligations of WESCO Distribution. They are fully guaranteed on an unsecured, unsubordinated basis by WESCO International, Inc. and its wholly owned subsidiary Anixter Inc., providing additional credit support without pledging specific collateral assets.

What investor protections and covenants apply to WESCO’s new notes?

The indenture requires WESCO to offer repurchase at 101% plus interest upon certain change-of-control events and includes covenants limiting liens, restricted payments, sale-leasebacks, asset sales, and mergers. Some covenants terminate if the notes obtain investment-grade ratings from specified agencies.

Can WESCO redeem the new 2031 and 2034 notes early?

Yes. Before April 15, 2028 for the 2031 notes and April 15, 2029 for the 2034 notes, WESCO may redeem at a make-whole premium. It may also use equity offering proceeds to redeem up to 35% of each series’ original principal, with scheduled call prices applying after those dates.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/27/2026 - 04:53 PM Learn about SEC filing dates

WESCO INTERNATIONAL INC false 0000929008 0000929008 2026-02-27 2026-02-27

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): February 27, 2026

WESCO International, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-14989		25-1723342
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

225 West Station Square Drive Suite 700 Pittsburgh, Pennsylvania		15219
(Address of principal executive offices)		(Zip Code)

(412) 454-2200

(Registrant’s telephone number, including area code)

Not applicable.

(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 $.01 per share		WCC		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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On February 27, 2026, WESCO Distribution, Inc. (the “Issuer” or “Wesco Distribution”), a wholly owned subsidiary of WESCO International, Inc. (the “Company” or “WESCO”), completed its previously announced offering (the “Offering”) to eligible purchasers of $650 million aggregate principal amount of 5.250% senior notes due 2031 (the “5-Year Notes”) and $850 million aggregate principal amount of 5.500% senior notes due 2034 (the “8-Year Notes” and, together with the 5-Year Notes, the “Notes”). The 5-Year Notes were issued at a price of 100.000% of the aggregate principal amount thereof. The 8-Year Notes were issued at a price of 100.000% of the aggregate principal amount thereof.

The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of February 27, 2026, among the Issuer, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes of each series and related guarantees were issued in a private transaction exempt from the Securities Act of 1933, as amended (the “Securities Act”), and have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

The net proceeds from the sale of the Notes were approximately $1.48 billion, after deducting the discounts to the initial purchasers and estimated offering expenses. The Issuer intends to use the net proceeds from this Offering to redeem all of its outstanding 7.250% senior notes due 2028 (the “Wesco 2028 Notes”) on or after June 15, 2026 and repay a portion of the amount outstanding under the ABL Facility (as defined below). Prior to redeeming the Wesco 2028 Notes, the Issuer intends to (i) use the net proceeds from this Offering to temporarily repay a portion of the outstanding borrowings under its accounts receivable securitization facility (the “Receivables Facility”) and its asset-based revolving credit facility (the “ABL Facility”) and (ii) subsequently redraw under the Receivables Facility and the ABL Facility in an aggregate amount sufficient to redeem the Wesco 2028 Notes.

The Notes are unsecured and unsubordinated obligations of the Issuer and are guaranteed on an unsecured, unsubordinated basis by the Company and by its wholly-owned subsidiary, Anixter Inc. The 5-Year Notes accrue interest at a rate of 5.250% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. The 5-Year Notes will mature on April 15, 2031. The 8-Year Notes accrue interest at a rate of 5.500% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. The 8-Year Notes will mature on April 15, 2034.

The Issuer may redeem all or a part of the 5-Year Notes at any time prior to April 15, 2028 by paying a “make-whole” premium plus accrued and unpaid interest, if any, to but excluding the redemption date. In addition, at any time prior to April 15, 2028, the Issuer may redeem up to 35% of the original aggregate principal amount of the 5-Year Notes with the net cash proceeds from certain equity offerings. On or after April 15, 2028, the Issuer may redeem all or a part of the 5-Year Notes on the redemption dates and at the redemption prices specified in the Indenture. The Issuer may redeem all or a part of the 8-Year Notes at any time prior to April 15, 2029 by paying a “make-whole” premium plus accrued and unpaid interest, if any, to but excluding the redemption date. In addition, at any time prior to April 15, 2029, the Issuer may redeem up to 35% of the original aggregate principal amount of the 8-Year Notes with the net cash proceeds from certain equity offerings. On or after April 15, 2029, the Issuer may redeem all or a part of the 8-Year Notes on the redemption dates and at the redemption prices specified in the Indenture.

The Issuer is obligated to offer to repurchase each series of the Notes at a price of 101% of their principal amount plus accrued and unpaid interest, if any, upon the occurrence of certain change of control triggering events, subject to certain qualifications and exceptions.

The Indenture contains certain covenants that, among other things, limit the Company’s and its restricted subsidiaries’ ability to incur liens on assets, make certain restricted payments, engage in certain sale and leaseback transactions or sell certain assets or merge or consolidate with or into other companies, subject to certain qualifications and exceptions, including the termination of certain of these covenants upon the Notes receiving investment grade credit ratings.

The Indenture contains certain events of default, including, among other things, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the applicable series of the then-outstanding Notes to accelerate or, in certain cases, will automatically cause the acceleration of the amounts due under the applicable series of Notes.

Copies of the Indenture and the form of the 5-Year Notes and the form of the 8-Year Notes are attached to this Current Report on Form 8-K as exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated by reference as though fully set forth herein. The foregoing summary of the Indenture, the 5-Year Notes and the 8-Year Notes does not purport to be complete and is qualified in its entirety by the complete text of each of such documents.

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 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
4.1		Indenture, dated as of February 27, 2026, among Wesco Distribution, WESCO and U.S. Bank Trust Company, National Association, as trustee.
4.2		Form of 5.250% Senior Note due 2031 (included as Exhibit A-1 to the Indenture filed as Exhibit 4.1 hereto).
4.3		Form of 5.500% Senior Note due 2034 (included as Exhibit A-2 to the Indenture filed as Exhibit 4.1 hereto).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

						WESCO International, Inc.
						(Registrant)
February 27, 2026				By:		/s/ David S. Schulz
(Date)						David S. Schulz
						Executive Vice President

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EX-4.1 631.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB