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Share Name Share Symbol Market Type
International Business Machines Corp NYSE:IBM NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  -0.54 -0.43% 125.30 126.75 124.61 126.51 3,673,382 23:09:35

Current Report Filing (8-k)

02/07/2020 10:38pm

Edgar (US Regulatory)




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:  July 2, 2020
(Date of earliest event reported)

 INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant as specified in its charter)


 
New York
 
001-02360
 
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
Capital stock, par value $.20 per share
 
IBM
 
Chicago Stock Exchange
2.750% Notes due 2020
 
IBM 20B
 
New York Stock Exchange
1.875% Notes due 2020
 
IBM 20A
 
New York Stock Exchange
0.500% Notes due 2021
 
IBM 21B
 
New York Stock Exchange
2.625% Notes due 2022
 
IBM 22A
 
New York Stock Exchange
1.250% Notes due 2023
 
IBM 23A
 
New York Stock Exchange
0.375% Notes due 2023
 
IBM 23B
 
New York Stock Exchange
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
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
1.750% Notes due 2031
 
IBM 31
 
New York Stock Exchange
0.650% Notes due 2032
 
IBM 32
 
New York Stock Exchange
1.200% Notes due 2040
 
IBM 40
 
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
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 July 2, 2020, International Business Machines Corporation (“IBM”) and IBM Credit LLC (“IBM Credit,” together with IBM, the “Borrowers”) (i) entered into a new $2.5 billion 364-Day Credit Agreement (the “New 364-Day Credit Agreement”) with the several banks and other financial institutions from time to time parties thereto (the “364-Day Lenders”) and (ii) entered into the First Amendment (the “Three-Year Amendment”) to the existing $2.5 billion Amended and Restated Three-Year Credit Agreement dated as of July 19, 2018 (the “Existing Three-Year Credit Agreement”), among the Borrowers, the several banks and other financial institutions from time to time parties thereto (the “Three-Year Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A., Royal Bank of Canada and Mizuho Bank Ltd., as Syndication Agents, and the Documentation Agents named therein. Also, on July 2, 2020, IBM entered into the First Amendment (the “Five-Year Amendment”) to the existing $10.25 billion Amended and Restated Five-Year Credit Agreement dated as of July 19, 2018 (the “Existing Five-Year Credit Agreement”), among IBM, each Subsidiary Borrower (as defined therein), the several banks and other financial institutions from time to time parties thereto (the “Five-Year Lenders,” together with the Three-Year Lenders and the 364-Day Lenders, the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, BNP Paribas, Citibank N.A., Royal Bank of Canada and Mizuho Bank Ltd., as Syndication Agents, and the Documentation Agents named therein.

The New 364-Day Credit Agreement permits the Borrowers to borrow up to an aggregate of $2.5 billion on a revolving basis at any time during the term of the New 364-Day Credit Agreement, subject to the terms therein. Neither Borrower is a guarantor or co-obligor of the other Borrower under the New 364-Day Credit Agreement. Funds borrowed may be used for the general corporate purposes of the Borrowers. Interest rates on borrowings under the New 364-Day Credit Agreement will be based on prevailing market interest rates plus a margin, as further described therein. The New 364-Day Credit Agreement contains customary representations and warranties, covenants, events of default and indemnification provisions. The foregoing description of the New 364-Day Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New 364-Day Credit Agreement, which is filed as Exhibit 10.1 to this report, and is incorporated by reference herein. 

The Three-Year Amendment, among other things, modifies certain of the minimum interest rate spreads applicable to future borrowings and extends the maturity of the Existing Three-Year Credit Agreement to July 20, 2023. The Five-Year Amendment, among other things, permits IBM to request, at any time during a specified period in the year ended December 31, 2021, an extension of the maturity of the Existing Five-Year Credit Agreement (with a current maturity of July 20, 2024) by two years. The foregoing descriptions of the Three-Year Amendment and the Five-Year Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Three-Year Amendment and the Five-Year Amendment, which are filed as Exhibits 10.2 and 10.3 to this report, and are incorporated by reference herein.

In the ordinary course of their respective businesses, the Lenders and their affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory or other services with the Borrowers for which they have in the past and/or may in the future receive customary compensation and expense reimbursement. 

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 

Exhibit No.
 
 
Description



104
 
Cover Page Interactive Data File (embedded within the Inline XBRL Document)


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:  July 2, 2020
 
       

By:
/s/ Simon J. Beaumont  
    Simon J. Beaumont  
    Vice President and Treasurer  
       



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