International Business Machines Corp 8-K, filed Jun 16, 2023
International Business Machines Corp (IBM)
About this 8-K
International Business Machines Corp filed this 8-K on June 16, 2023, reporting on events of June 15, 2023.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On June 15, 2023, 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, 2026 and June 22, 2028, 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
2
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 16, 2023 | ||
| By: | /s/ Simon J. Beaumont | |
| Simon J. Beaumont Vice President and Treasurer | ||
3
Exhibit 10.1
JPMORGAN
CHASE BANK, N.A.
383 Madison Avenue
New York, New York 10179
June 15, 2023
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 May 31, 2023 (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, 2026. Also listed on Schedule 1 are each Lender’s respective Revolving Credit Commitment under the Credit Agreement as of the date hereof.
| Very truly yours, | |
| JPMORGAN CHASE BANK, N.A., | |
| as the Administrative Agent |
Schedule 1
| Lender | Revolving Credit Commitment | |||
| JPMorgan Chase Bank, N.A. | $ | 175,000,000.00 | ||
| BNP Paribas | $ | 175,000,000.00 | ||
| Citibank, N.A. | $ | 175,000,000.00 | ||
| Royal Bank of Canada | $ | 175,000,000.00 | ||
| Banco Santander, S.A., New York Branch | $ | 125,000,000.00 | ||
| Bank of America, N.A. | $ | 125,000,000.00 | ||
| Barclays Bank PLC | $ | 125,000,000.00 | ||
| Mizuho Bank, Ltd. | $ | 125,000,000.00 | ||
| MUFG Bank, Ltd. | $ | 125,000,000.00 | ||
| HSBC Bank USA, N.A. | $ | 125,000,000.01 | ||
| Wells Fargo Bank, National Association | $ | 125,000,000.01 | ||
| Deutsche Bank AG New York Branch | $ | 92,500,000.00 | ||
| Goldman Sachs Bank USA | $ | 92,500,000.00 | ||
| ING Bank N.V., Dublin Branch | $ | 92,500,000.00 | ||
| Societe Generale | $ | 92,500,000.00 | ||
| Sumitomo Mitsui Banking Corporation | $ | 92,500,000.00 | ||
| The Toronto-Dominion Bank, New York Branch | $ | 92,500,000.00 | ||
| Truist Bank | $ | 92,500,000.00 | ||
| U.S. Bank National Association | $ | 92,500,000.00 | ||
| Banco Bilbao Vizcaya Argentaria, S.A. New York Branch | $ | 61,666,666.66 | ||
| Canadian Imperial Bank of Commerce, New York Branch | $ | 61,666,666.66 | ||
| The Bank of Nova Scotia | $ | 61,666,666.66 | ||
| Total: | $ | 2,500,000,000.00 | ||
Exhibit 10.2
JPMORGAN CHASE BANK, N.A.
383 Madison Avenue
New York, New York 10179
June 15, 2023
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 May 31, 2023 (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, 2028. Also listed on Schedule 1 are each Lender’s respective Revolving Credit Commitment under the Credit Agreement as of the date hereof.
| Very truly yours, | |
| JPMORGAN CHASE BANK, N.A., | |
| as the Administrative Agent |
Schedule 1
| Lender | Revolving Credit Commitment | |||
| JPMorgan Chase Bank, N.A. | $ | 525,000,000.00 | ||
| BNP Paribas | $ | 525,000,000.00 | ||
| Citibank, N.A. | $ | 525,000,000.00 | ||
| Royal Bank of Canada | $ | 525,000,000.00 | ||
| Banco Santander, S.A., New York Branch | $ | 375,000,000.00 | ||
| Bank of America, N.A. | $ | 375,000,000.00 | ||
| Barclays Bank PLC | $ | 375,000,000.00 | ||
| Mizuho Bank, Ltd. | $ | 375,000,000.00 | ||
| MUFG Bank, Ltd. | $ | 375,000,000.00 | ||
| HSBC Bank USA, N.A. | $ | 375,000,000.00 | ||
| Wells Fargo Bank, National Association | $ | 375,000,000.00 | ||
| Deutsche Bank AG New York Branch | $ | 277,500,000.00 | ||
| Goldman Sachs Bank USA | $ | 277,500,000.00 | ||
| ING Bank N.V., Dublin Branch | $ | 277,500,000.00 | ||
| Societe Generale | $ | 277,500,000.00 | ||
| Sumitomo Mitsui Banking Corporation | $ | 277,500,000.00 | ||
| The Toronto-Dominion Bank, New York Branch | $ | 277,500,000.00 | ||
| Truist Bank | $ | 277,500,000.00 | ||
| U.S. Bank National Association | $ | 277,500,000.00 | ||
| Banco Bilbao Vizcaya Argentaria, S.A. New York Branch | $ | 185,000,000.00 | ||
| Canadian Imperial Bank of Commerce, New York Branch | $ | 185,000,000.00 | ||
| The Bank of Nova Scotia | $ | 185,000,000.00 | ||
| Total: | $ | 7,500,000,000.00 | ||