Donaldson Company, Inc. filed an 8-K on October 29, 2026, disclosing that on October 27, 2026, it entered into a Note Purchase Agreement with a group of institutional investors authorizing up to $1,500,000,000 in aggregate principal amount of senior unsecured notes, with an initial $250 million series expected to be issued on January 12, 2027.

Key Highlights

  • Agreement capacity: The Note Purchase Agreement permits Donaldson to issue up to $1,500,000,000 aggregate principal amount of senior unsecured notes from time to time in one or more series.
  • Initial issuance: The company will issue $250 million in aggregate principal amount of Series 2026-A Notes, split across three tranches, in a private placement transaction.
  • Tranche 1: $125,000,000 at 5.93%, Series 2026-A, Tranche 1, due January 12, 2032.
  • Tranche 2: $75,000,000 at 6.10%, Series 2026-A, Tranche 2, due January 12, 2034.
  • Tranche 3: $50,000,000 at 6.23%, Series 2026-A, Tranche 3, due January 12, 2037.
  • Expected issuance date: The Series 2026-A Notes are expected to be issued on January 12, 2027, subject to satisfaction of certain closing conditions.
  • Change in Control: The agreement requires the company to offer to prepay all outstanding Series A-2026 Notes at 100% of principal plus unpaid accrued interest upon a Change in Control as defined in the agreement.

Donaldson Company's Senior Unsecured Note Purchase Agreement: Structure and Key Terms

According to the filing, Donaldson Company, Inc. (NYSE:DCI) entered into the Note Purchase Agreement on October 27, 2026, with a group of institutional investors identified as the "Purchasers." The agreement establishes a framework under which the company may issue up to $1,500,000,000 in senior unsecured notes across multiple series over time. The initial series, designated Series 2026-A, consists of three tranches totaling $250 million in aggregate principal amount, structured with differing maturities and fixed interest rates.

The filing discloses that interest on each tranche is computed on the basis of a 360-day year of twelve 30-day months on the unpaid balance at the stated rate per annum, payable semiannually on the 12th day of January and July each year and on the maturity date. The entire unpaid principal balance of each note, together with all accrued interest, is due and payable on the respective maturity date. The company retains the right to prepay all or any part of the Series 2026-A Notes, in an amount not less than 10% of the then-outstanding aggregate principal in the case of a partial prepayment, at 100% of the principal amount prepaid plus unpaid accrued interest and a Make-Whole Amount as defined in the agreement.

The Note Purchase Agreement also contains covenants including a debt to EBITDA covenant, a priority debt to consolidated total capitalization covenant, and covenants relating to liens, asset sales, and mergers, among others, the filing states. Specified events of default include failure to pay principal and interest, violation of covenants, and default on other indebtedness, among others, upon the occurrence of which the maturity of the Series 2026-A Notes may be accelerated. The filing notes that the foregoing description "is not complete and is qualified in its entirety by reference to the full text of the Note Purchase Agreement," filed as Exhibit 10.1.

What Was Disclosed

Donaldson Company disclosed entry into a Note Purchase Agreement dated October 27, 2026, providing for up to $1.5 billion in senior unsecured notes, with an initial $250 million private placement across three fixed-rate tranches expected to close on January 12, 2027.