IBM 8-K
International Business Machines Corp (IBM)
8-K
2024-06-21
For: 2024-06-17
View Original
Added on
April 08, 2026
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: June 17, 2024
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(State of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(Registrant’s telephone number)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol
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Name of each exchange
on which registered |
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NYSE
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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 June 17, 2024, International Business Machines Corporation (“IBM”) (i) extended the maturity of the existing $2.5 billion Three-Year Credit Agreement dated as of June
22, 2021 (as amended by Amendment No. 1 to Three-Year Credit Agreement, dated as of June 30, 2022, the “Existing Three-Year Credit Agreement”), among IBM, the several banks and other financial institutions from time to time parties thereto,
JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A. and Royal Bank of Canada, as Syndication Agents, and the Documentation Agents named therein pursuant to an extension request as contemplated by the Existing Three-Year
Credit Agreement and (ii) extended the maturity of the existing $7.5 billion Five-Year Credit Agreement dated as of June 22, 2021 (as amended by Amendment No. 1 to Five-Year Credit Agreement, dated as of June 30, 2022, the “Existing Five-Year
Credit Agreement”), among IBM, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A. and Royal Bank of Canada, as Syndication Agents, and
the Documentation Agents named therein pursuant to an extension request as contemplated by the Existing Five-Year Credit Agreement.
The maturity of each of the Existing Three-Year Credit Agreement and the Existing Five-Year Credit Agreement was extended by a period of one year to June 20, 2027 and
June 22, 2029, respectively, confirmations of which are filed as Exhibits 10.1 and 10.2 to this report, and are incorporated by reference herein. The terms of the Existing Three-Year Credit Agreement and the Existing Five-Year Credit Agreement
otherwise remain unchanged.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the
Inline XBRL document
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SIGNATURE
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.
Date: June 21, 2024
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By:
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/s/ Brien Wierzchowski
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Name:
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Brien Wierzchowski
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Title:
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Vice President and Treasurer
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Exhibit 10.1
JPMORGAN CHASE BANK, N.A.
383 Madison Avenue
New York, New York 10179
383 Madison Avenue
New York, New York 10179
June 17, 2024
International Business Machines Corporation
One New Orchard Road
Armonk, New York 10504
Attention: Vice President and Treasurer
Ladies and Gentlemen:
Reference is made to (i) the Three-Year Credit Agreement, dated as of June 22, 2021 (as amended by Amendment No. 1 to Three-Year Credit Agreement,
dated as of June 30, 2022, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among International Business Machines
Corporation, a New York corporation (“IBM”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent (the “Administrative Agent”), and (ii) the Extension Request, dated as of June 3, 2024 (the “Extension Request”), delivered by IBM
to the Administrative Agent pursuant to Section 2.21(a) of the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein with the same meaning given to them in the Credit Agreement.
We hereby confirm that, prior to the Extension Request Deadline specified in the Extension Request, we have received executed consents to the
extension of the Termination Date requested in the Extension Request from each of the Lenders listed on Schedule 1 hereto extending the Termination Date with respect to the Revolving Credit Commitments of such consenting Lenders to June 20, 2027.
Also listed on Schedule 1 are each Lender’s respective Revolving Credit Commitment under the Credit Agreement as of the date hereof.
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Very truly yours,
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| JPMORGAN CHASE BANK, N.A., as the Administrative Agent |
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Schedule 1
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Lender
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Revolving Credit Commitment
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JPMorgan Chase Bank, N.A.
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$
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175,000,000.00
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BNP Paribas
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$
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175,000,000.00
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Citibank, N.A.
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$
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175,000,000.00
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Royal Bank of Canada
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$
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175,000,000.00
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Banco Santander, S.A., New York Branch
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$
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125,000,000.00
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Bank of America, N.A.
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$
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125,000,000.00
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Barclays Bank PLC
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$
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125,000,000.00
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Mizuho Bank, Ltd.
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$
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125,000,000.00
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MUFG Bank, Ltd.
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$
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125,000,000.00
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HSBC Bank USA, N.A.
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$
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125,000,000.01
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Wells Fargo Bank, National Association
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$
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125,000,000.01
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Deutsche Bank AG New York Branch
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$
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92,500,000.00
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Goldman Sachs Bank USA
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$
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92,500,000.00
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ING Bank N.V., Dublin Branch
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$
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92,500,000.00
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Societe Generale
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$
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92,500,000.00
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Sumitomo Mitsui Banking Corporation
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$
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92,500,000.00
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The Toronto-Dominion Bank, New York Branch
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$
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92,500,000.00
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Truist Bank
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$
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92,500,000.00
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U.S. Bank National Association
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$
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92,500,000.00
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Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
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$
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61,666,666.66
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Canadian Imperial Bank of Commerce, New York Branch
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$
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61,666,666.66
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The Bank of Nova Scotia
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$
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61,666,666.66
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Total:
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$
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2,500,000,000.00
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Exhibit 10.2
JPMORGAN CHASE BANK, N.A.
383 Madison Avenue
New York, New York 10179
383 Madison Avenue
New York, New York 10179
June 17, 2024
International Business Machines Corporation
One New Orchard Road
Armonk, New York 10504
Attention: Vice President and Treasurer
Ladies and Gentlemen:
Reference is made to (i) the Five-Year Credit Agreement, dated as of June 22, 2021 (as amended by Amendment No. 1 to Five-Year Credit Agreement, dated
as of June 30, 2022, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among International Business Machines Corporation,
a New York corporation (“IBM”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as the administrative agent (the “Administrative Agent”), and (ii) the Extension Request, dated as of June 3, 2024 (the “Extension Request”), delivered by IBM to the
Administrative Agent pursuant to Section 2.21(a) of the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein with the same meaning given to them in the Credit Agreement.
We hereby confirm that, prior to the Extension Request Deadline specified in the Extension Request, we have received executed consents to the
extension of the Termination Date requested in the Extension Request from each of the Lenders listed on Schedule 1 hereto extending the Termination Date with respect to the
Revolving Credit Commitments of such consenting Lenders to June 22, 2029. Also listed on Schedule 1 are each Lender’s respective Revolving Credit Commitment under the
Credit Agreement as of the date hereof.
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Very truly yours,
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| JPMORGAN CHASE BANK, N.A., as the Administrative Agent |
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Schedule 1
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Lender
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Revolving Credit Commitment
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JPMorgan Chase Bank, N.A.
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$
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525,000,000.00
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BNP Paribas
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$
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525,000,000.00
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Citibank, N.A.
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$
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525,000,000.00
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Royal Bank of Canada
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$
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525,000,000.00
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Banco Santander, S.A., New York Branch
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$
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375,000,000.00
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Bank of America, N.A.
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$
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375,000,000.00
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Barclays Bank PLC
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$
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375,000,000.00
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Mizuho Bank, Ltd.
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$
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375,000,000.00
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MUFG Bank, Ltd.
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$
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375,000,000.00
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HSBC Bank USA, N.A.
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$
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375,000,000.00
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Wells Fargo Bank, National Association
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$
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375,000,000.00
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Deutsche Bank AG New York Branch
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$
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277,500,000.00
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Goldman Sachs Bank USA
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$
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277,500,000.00
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ING Bank N.V., Dublin Branch
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$
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277,500,000.00
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Societe Generale
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$
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277,500,000.00
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Sumitomo Mitsui Banking Corporation
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$
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277,500,000.00
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The Toronto-Dominion Bank, New York Branch
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$
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277,500,000.00
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Truist Bank
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$
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277,500,000.00
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U.S. Bank National Association
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$
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277,500,000.00
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Banco Bilbao Vizcaya Argentaria, S.A. New York Branch
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$
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185,000,000.00
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Canadian Imperial Bank of Commerce, New York Branch
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$
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185,000,000.00
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The Bank of Nova Scotia
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$
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185,000,000.00
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Total:
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$
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7,500,000,000.00
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