Item 1.01 Entry into a Material Definitive Agreement.

On May 6, 2022, C.H. Robinson Worldwide, Inc. (the "Company") entered into a new credit agreement (the "Credit Agreement") with U.S. Bank National Association ("U.S. Bank"). The Credit Agreement provides the Company with a $500 million senior unsecured revolving credit facility (the "Facility"). Amounts borrowed and repaid under the Facility may be re-borrowed, subject to customary conditions. U.S. Bank's commitments under the Facility will expire on May 5, 2023 and any loans outstanding on such date will mature and be payable in full on such date. The Company's obligations under the Facility are required to be guaranteed by its material domestic subsidiaries.

A loan under the Facility will bear interest at a rate per annum equal to, at the Company's option, either (i) the alternate base rate then in effect plus the applicable margin for base rate advances or (ii) a Term SOFR-based rate for a one week or one, three or six month interest period as selected by the Company with respect to such loan plus the applicable margin for Term SOFR advances. The alternate base rate is a rate per annum equal to the highest of (w) 0%, (x) U.S. Bank's prime rate, (y) the federal funds effective rate plus 0.05%, and (z) a Term SOFR-based rate for a one-month interest period (resetting daily) plus 1.00%. The applicable margin for base rate advances and Term SOFR advances is determined by reference to the Company's Credit Ratings from S&P and Moody's. The applicable margin for base rate advances ranges from 0% to 0.25%. The applicable margin for Term SOFR advances ranges from 0.625% to 1.25%.

In addition, the Company will pay a commitment fee on the aggregate unused commitments under the Facility based on the Company's Credit Ratings from S&P and Moody. The commitment fee ranges from 0.05% to 0.175% per annum.

The Credit Agreement requires the Company to maintain its leverage ratio as of the end of each fiscal quarter as no greater than (a) 3.00 to 1.00 or (b) 3.50 to 1.00 after the date on which the maximum leverage ratio test contained in the Note Purchase Agreement dated August 23, 2013 among the Company and the other persons party thereto as purchasers (as amended from time to time) is increased to 3.50 to 1.00. The Credit Agreement also contains other customary affirmative and negative covenants, including covenants that restrict the right of the Company and its subsidiaries to engage in mergers, sell or otherwise dispose of their assets, make acquisitions and other investments, and grant liens on their assets.

The Credit Agreement contains customary events of default, the occurrence of which would permit the lenders to terminate their commitments and accelerate the loans under the Facility, including failure to make timely payments under the Facility, failure to comply with covenants in the Credit Agreement and other loan documents, cross default to other material indebtedness of the Company or any of its material subsidiaries, failure of the Company or any of its material subsidiaries to pay or discharge material judgments, bankruptcy of the Company or any of its material subsidiaries, and change in control of the Company.

U.S. Bank and its affiliates have performed and may in the future perform various commercial banking, investment banking, underwriting and other financial services for the Company and its subsidiaries for which they have received and will receive customary fees.

The foregoing description of the Facility is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.1 hereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Number       Description
10.1           Cred    it     Agreement Dated a    s of May 6, 2022 Among C.H. Robinson Worldwide
             Inc    ., the Lenders    ,     and U.S. Bank National     Ass    ociation    , as
             Administrative Agent.

104          The cover page from the Current Report on Form 8-K formatted in Inline XBRL

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