Key Highlights

• Core & Main issued $750 million of senior notes bearing a 6.000% coupon and semi‑annual interest.

• The notes may be redeemed at 100% of principal, with up to 40.0% callable at 106.000% when tied to equity offerings.

• A sixth amendment adds an $800 million senior term loan payable quarterly, with interest linked to Term SOFR plus 1.75% or, alternatively, to another reference rate plus 0.75%, and a floor of 0.00%.

Core & Main Inc. (NYSE: CNM) disclosed a $750 million senior note issuance on July 1 2026. The unsecured notes carry a 6.000% interest rate and mature on July 1 2034, with interest payable semi‑annually starting January 1 2027.

Note Issuance Detail

The notes were offered to qualified institutional buyers under Rule 144A and to non‑U.S. Investors under Regulation S. The 6.000% coupon reflects Core & Main’s cost of capital for the new debt and aligns with market expectations for mid‑term financing.

Use of Proceeds

Net proceeds will be applied to prepay a portion of the existing senior term loan scheduled for 2028, and to support general corporate needs including organic growth projects, acquisitions, and potential share repurchases.

Redemption Options

Core & Main may redeem any portion of the notes at a price equal to 100% of principal after July 1 2029. Prior to that date, up to 40.0% can be called at 106.000% of principal in conjunction with equity offerings, providing flexibility for future capital restructuring.

New Term Loan Structure

On the same day, the company executed a sixth amendment to its loan credit agreement, introducing an $800 million senior term loan that will mature on July 1 2033. The loan’s principal is amortized quarterly at a rate of 1% of the original amount, as defined in the amendment.

Interest Rate Framework

The loan’s interest is set using a variable rate formula. The primary reference is Term SOFR with an added margin of 1.75%, while an alternative reference rate may be used with a margin of 0.75%. A floor of 0.00% applies to the Term SOFR component, ensuring the rate does not fall below zero.

Prepayment and Premium Terms

Voluntary prepayments of the new senior term loan will incur a 1.00% premium, a cost that applies to any early repayment or amendment classified as a Tranche F repricing within six months of closing. This premium safeguards lenders against rapid repayment risk.

Contextual Overview

The issuance comes as water and wastewater utilities continue to seek long‑term financing to fund infrastructure upgrades and meet regulatory standards. Senior notes with fixed coupons and term loans tied to benchmark rates are common tools for balancing cost certainty with flexibility. Core & Main’s combination of a fixed‑rate note and a floating‑rate loan reflects a strategic approach to diversify funding sources while maintaining access to capital markets.

The Supplemental Indenture, which are filed as Exhibits 4.1 and 4.2, outlines the detailed terms of the senior notes, and the Loan Credit Agreement, governs the new senior term loan.

This article is for informational purposes only and does not constitute financial advice. Please consult a licensed financial adviser before making investment decisions.