Zoetis Inc. (ZTS): debt financing — Zoetis issues $2B of 0.25% convertible notes due 2029; proceeds for stock buyback and capped calls

Zoetis Inc.

Aggregate principal $2.0B (including $250M option exercised); 0.25% semi-annual interest; matures June 15, 2029.
Initial conversion price ~$148.20/share, representing a 22.5% premium to December 15, 2025 closing price.
Capped calls with six counterparties cover ~13.5M shares; cap price $211.715/share to offset dilution.
Net proceeds ~$1.9696B: $186.6M for capped calls, $248M for concurrent share repurchases, remainder ~$1.535B for additional buybacks by Q1 2026.
Existing $6B share repurchase program used; technical provision in revolving credit facility waived to permit early conversions.

item 1.01 item 2.03 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Zoetis Inc. incurred convertible notes of $2.0 billion at 0.25% per year maturing June 15, 2029.

Instrument: convertible notes
Principal: $2.0 billion
Rate: 0.25% per year
Maturity: June 15, 2029
Event: incurrence

Exact text from the filing

buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the Notes sold in the Offering was $2.0 billion, which includes $250 million in aggregate principal amount of Notes issued pursuant to the Initial Purchasers’ option to purchase additional Notes on the same terms and

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Zoetis Inc. issued convertible note to Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC as representatives of the several initial purchasers for $2.0 billion aggregate principal amount.

Security: convertible note
Purchaser: Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC as representatives of the several initial purchasers
Consideration: $2.0 billion aggregate principal amount

Exact text from the filing

buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the Notes sold in the Offering was $2.0 billion, which includes $250 million in aggregate principal amount of Notes issued pursuant to the Initial Purchasers’ option to purchase additional Notes on the same terms and

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Zoetis Inc. entered into Indenture with Deutsche Bank Trust Company Americas valued at $2.0 billion (effective 2025-12-18).

Action: entry
Agreement: notes offering
Counterparty: Deutsche Bank Trust Company Americas
Value: $2.0 billion
Effective: 2025-12-18

Exact text from the filing

The Notes were issued pursuant to an indenture, dated as of December 18, 2025 (the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Zoetis Inc. entered into Purchase Agreement with Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC valued at $2.0 billion (effective 2025-12-15).

Action: entry
Agreement: underwriting
Counterparty: Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC
Value: $2.0 billion
Effective: 2025-12-15

Exact text from the filing

The Notes were sold in a private placement under a purchase agreement, dated as of December 15, 2025 (the “Purchase Agreement”), between the Company and Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC as representatives of the several initial purchasers named therein

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102 debt financings filed in the last 30 days. Browse all debt financings →

Zoetis Inc. filing history →

Source: SEC EDGAR

accession 0001193125-25-324853

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