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 30, 2022

(Date of earliest event reported)

INTERNATIONAL BUSINESS MACHINES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

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:

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.          ☐

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Item 1.01. Entry into a Material Definitive Agreement. 

On June 30, 2022, International Business Machines Corporation (“IBM”) (i) entered into Amendment No. 1 (the “Three-Year Amendment”) to the existing $2.5 billion Three-Year Credit Agreement dated as of June 21, 2021 (the “Existing Three-Year Credit Agreement”), among IBM, 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. and Royal Bank of Canada, as Syndication Agents, and the Documentation Agents named therein and (ii) entered into Amendment No. 1 (the “Five-Year Amendment”) to the existing $7.5 billion Five-Year Credit Agreement dated as of June 22, 2021 (the “Existing Five-Year Credit Agreement”), among IBM, the several banks and other financial institutions from time to time parties thereto (the “Five-Year Lenders and, together with the Three-Year Lenders, the “Lenders”), 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.

The Three-Year Amendment, among other things, replaces the London Interbank Offered Rate (“LIBOR”) interest rate provisions with customary provisions based on the secured overnight financing rate (“SOFR”) and extends the maturity of the Existing Three-Year Credit Agreement to June 20, 2025. The Five-Year Amendment, among other things, replaces the LIBOR interest rate provisions with customary provisions based on SOFR and extends the maturity of the Existing Five-Year Credit Agreement to June 22, 2027. 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 10.1 and 10.2 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

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.