INTERNATIONAL BUSINESS MACHINES CORPORATION

(IBM)
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Delayed Nyse  -  04:00 2022-08-08 pm EDT
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INTERNATIONAL BUSINESS MACHINES CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

07/01/2022 | 05:13pm EDT

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


Exhibit No.                                 Description
  10.1          Amendment No. 1 to Three-Year Credit Agreement dated as of June 30,
              2022, among International Business Machines Corporation, the several
              banks and other financial institutions from time to time parties to
              such agreement and JPMorgan Chase Bank, N.A., as Administrative
              Agent.
  10.2          Amendment No. 1 to Five-Year Credit Agreement dated as of June 30,
              2022, among International Business Machines Corporation, the several
              banks and other financial institutions from time to time parties to
              such agreement and JPMorgan Chase Bank, N.A., as Administrative
              Agent.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              Document)


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