Item 8.01 Other Events
On March 27, 2020, NIKE, Inc. (the "Company") completed an underwritten public
offering of $1,000,000,000 aggregate principal amount of 2.400% Notes due 2025,
$1,000,000,000 aggregate principal amount of 2.750% Notes due 2027,
$1,500,000,000 aggregate principal amount of 2.850% Notes due 2030,
$1,000,000,000 aggregate principal amount of 3.250% Notes due 2040 and
$1,500,000,000 aggregate principal amount of 3.375% Notes due 2050
(collectively, the "Notes"). The Notes were offered and sold under a prospectus
supplement and related prospectus filed with the United States Securities and
Exchange Commission pursuant to the Company's shelf registration statement on
Form S-3 (File No. 333-232770).
The terms of the Notes are governed by a base indenture, dated as of April 26,
2013 (the "Base Indenture"), by and between the Company and Deutsche Bank Trust
Company Americas, as trustee (the "Trustee"), as supplemented by a fourth
supplemental indenture, dated as of March 27, 2020 (the "Fourth Supplemental
Indenture"), by and between the Company and the Trustee. An affiliate of the
Trustee is a lender under the Company's committed credit facility. The Trustee
and its affiliates have also in the past performed, and may continue to perform,
cash management, counterparty, financial advisory or other services for the
Company, for which they have received, or may receive, customary fees and
commissions. Copies of the Base Indenture and the Fourth Supplemental Indenture,
including the form of Notes, are attached as Exhibit 4.1 and Exhibit 4.2,
respectively, to this Current Report on Form 8-K and are incorporated herein by
reference.
On March 25, 2020, the Company entered into an underwriting agreement (the
"Underwriting Agreement") with BofA Securities, Inc., Citigroup Global Markets
Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives
of the several underwriters named therein, relating to the sale by the Company
of the Notes. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is
incorporated herein by reference.
Sullivan & Cromwell LLP and Ann M. Miller, Vice President, Corporate Secretary
and Chief Ethics & Compliance Officer, have each opined on the validity of the
Notes. The opinions of Sullivan & Cromwell LLP and Ann M. Miller, and their
respective consents, are included as Exhibit 5.1 and Exhibit 5.2 to this Current
Report on Form 8-K, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit
No. Exhibit
1.1 Underwriting Agreement, dated March 25, 2020, by and among NIKE,
Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman
Sachs & Co. LLC and J.P. Morgan Securities LLC.
4.1 Indenture dated as of April 26, 2013, by and between NIKE, Inc.
and Deutsche Bank Trust Company Americas, as trustee (incorporated
by reference to Exhibit 4.1 to the Company's Form 8-K filed
April 26, 2013).
4.2 Fourth Supplemental Indenture, dated as of March 27, 2020, by and
between NIKE, Inc. and Deutsche Bank Trust Company Americas, as
trustee, including the form of 2.400% Notes due 2025, form of 2.750%
Notes due 2027, form of 2.850% Notes due 2030, form of 3.250% Notes
due 2040 and form of 3.375% Notes due 2050.
5.1 Opinion of Sullivan & Cromwell LLP.
5.2 Opinion of Ann M. Miller.
23.1 Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).
23.2 Consent of Ann M. Miller (included in Exhibit 5.2).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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