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 15, 2023
(Date of earliest event reported)
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant as specified in its charter)
| New York | 1-2360 | 13-0871985 | ||
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
One New Orchard Road |
||
| Armonk, New York | 10504 | |
| (Address of principal executive offices) | (Zip Code) |
914-499-1900
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name
of each exchange on which registered | ||
| Capital stock, par value $.20 per share | IBM | New York Stock Exchange | ||
| NYSE | ||||
| 1.125% Notes due 2024 | IBM 24A | New York Stock Exchange | ||
| 2.875% Notes due 2025 | IBM 25A | New York Stock Exchange | ||
| 0.950% Notes due 2025 | IBM 25B | New York Stock Exchange | ||
| 0.875% Notes due 2025 | IBM 25C | New York Stock Exchange | ||
| 0.300% Notes due 2026 | IBM 26B | New York Stock Exchange | ||
| 1.250% Notes due 2027 | IBM 27B | New York Stock Exchange | ||
| 3.375% Notes due 2027 | IBM 27F | New York Stock Exchange | ||
| 0.300% Notes due 2028 | IBM 28B | New York Stock Exchange | ||
| 1.750% Notes due 2028 | IBM 28A | New York Stock Exchange | ||
| 1.500% Notes due 2029 | IBM 29 | New York Stock Exchange | ||
| 0.875% Notes due 2030 | IBM 30A | New York Stock Exchange | ||
| 1.750% Notes due 2031 | IBM 31 | New York Stock Exchange | ||
| 3.625% Notes due 2031 | IBM 31B | New York Stock Exchange | ||
| 0.650% Notes due 2032 | IBM 32A | New York Stock Exchange | ||
| 1.250% Notes due 2034 | IBM 34 | New York Stock Exchange | ||
| 3.750% Notes due 2035 | IBM 35 | New York Stock Exchange | ||
| 4.875% Notes due 2038 | IBM 38 | New York Stock Exchange | ||
| 1.200% Notes due 2040 | IBM 40 | New York Stock Exchange | ||
| 4.000% Notes due 2043 | IBM 43 | New York Stock Exchange | ||
| 7.00% Debentures due 2025 | IBM 25 | New York Stock Exchange | ||
| 6.22% Debentures due 2027 | IBM 27 | New York Stock Exchange | ||
| 6.50% Debentures due 2028 | IBM 28 | New York Stock Exchange | ||
| 5.875% Debentures due 2032 | IBM 32D | New York Stock Exchange | ||
| 7.00% Debentures due 2045 | IBM 45 | New York Stock Exchange | ||
| 7.125% Debentures due 2096 | IBM 96 | New York Stock Exchange |
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 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 | ||