Autodesk, Inc. filed a Form 8-K on September 10, 2026, disclosing the entry into an underwriting agreement and the issuance of $1 billion in senior notes across two tranches, with proceeds intended to repay an existing term loan credit facility.

Key Highlights

  • $500 million in 5.050% Notes due 2029 were issued and sold in a public offering on September 8, 2026.
  • $500 million in 5.650% Notes due 2033 were issued alongside the 2029 Notes as part of the same offering.
  • Interest is payable semi-annually on March 15 and September 15 each year, commencing March 15, 2027.
  • Net proceeds, together with cash on hand, are intended to repay $1.0 billion aggregate principal amount under a Term Loan Credit Agreement dated June 15, 2026.
  • Underwriters are Morgan Stanley & Co. LLC, BNP Paribas Securities Corp., and Citigroup Global Markets Inc., as representatives of the several underwriters.
  • The Notes are governed by an indenture dated December 13, 2012, as supplemented by a seventh supplemental indenture dated September 10, 2026.

Autodesk's $1 Billion Dual-Tranche Note Offering and Term Loan Repayment

According to the filing, Autodesk, Inc. (NASDAQ:ADSK) entered into an underwriting agreement on September 8, 2026, with Morgan Stanley & Co. LLC, BNP Paribas Securities Corp., and Citigroup Global Markets Inc. as representatives of the underwriters. The agreement covers the issuance and sale of two tranches: $500 million aggregate principal amount of 5.050% Notes due 2029 and $500 million aggregate principal amount of 5.650% Notes due 2033. The Notes were issued pursuant to a registration statement on Form S-3 (File No. 333-287650), with a final prospectus supplement dated September 8, 2026.

The filing discloses that Autodesk intends to use the net proceeds from the offering, together with cash on hand, to repay $1.0 billion aggregate principal amount under a Term Loan Credit Agreement dated June 15, 2026, among the Company, the lenders party thereto, and Citibank, N.A., as administrative agent. Interest on both series of Notes is payable semi-annually in arrears on March 15 and September 15 each year, commencing March 15, 2027.

The filing further discloses that the Indenture contains negative covenants restricting Autodesk and certain subsidiaries from incurring liens on principal property, engaging in sale and lease-back transactions with respect to any principal property, and restricting Autodesk's ability to consolidate, merge, or sell all or substantially all of its assets. The filing states that Autodesk may be required to offer to repurchase the Notes upon a change in control and contemporaneous downgrades of the Notes below investment grade ratings. Events of default, including failure to make payments and non-performance of covenants, may result in the entire principal amount becoming immediately due and payable. The seventh supplemental indenture is dated September 10, 2026, with U.S. Bank Trust Company, National Association, as trustee. The filing was signed by Janesh Moorjani, Chief Financial Officer, on September 10, 2026.

What Was Disclosed

Autodesk disclosed the issuance of $1 billion in senior notes in two tranches under a public offering, governed by a supplemented indenture, with proceeds earmarked to retire an existing $1.0 billion term loan credit facility entered into in June 2026.