Item 8.01 Other Events.
On October 12, 2021, International Business Machines Corporation ("IBM")
announced the timing and details regarding IBM's distribution of 80.1% of the
outstanding shares of common stock, par value $0.01 per share, of Kyndryl
Holdings, Inc. ("Kyndryl"), a wholly owned subsidiary of IBM (the "Kyndryl
Common Stock"), to IBM's holders of common stock ("IBM stockholders") as a pro
rata dividend in a spin-off. Following the distribution, IBM will retain 19.9%
of the outstanding Kyndryl Common Stock. IBM intends to dispose of any retained
Kyndryl Common Stock within 12 months after the distribution. The IBM board of
directors has declared a pro rata dividend of Kyndryl Common Stock to be made
effective at 5:00 p.m., New York City time, on Wednesday, November 3, 2021, to
IBM's stockholders of record as of the close of business, on Monday, October 25,
2021 (the "Record Date"). Each IBM stockholder of record on the Record Date will
receive a distribution of one share of Kyndryl Common Stock for every five
shares of common stock, par value $0.20 per share, of IBM, that it holds on the
Record Date. IBM stockholders will receive cash in lieu of fractional shares of
Kyndryl Common Stock. The distribution is subject to the satisfaction or waiver
of certain conditions. A copy of the press release is included herewith as
Exhibit 99.1, and is incorporated by reference herein.
Forward-Looking Statements
Statements in this report regarding the spin-off and separation constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Any statements that are not statements of
historical fact (including statements containing the words "believes," "plans,"
"anticipates," "expects," "intends" or "estimates" or similar expressions)
should also be considered to be forward-looking statements. Forward-looking
statements are based on the IBM's current assumptions regarding future business
and financial performance. These statements, by their nature, address matters
that are uncertain to different degrees. These statements involve a number of
factors that could cause actual results to differ materially. Additional
information concerning these factors is contained in IBM's most recent Form
10-K, Form 10-Q and other filings with the Securities and Exchange Commission
(the "SEC"), as well as those risk factors described in Kyndryl's Registration
Statement on Form 10 (the "Registration Statement"). Copies of IBM filings are
available from the SEC, from the IBM website or from IBM Investor Relations.
Copies of Kyndryl's Registration Statement is available from the SEC. We
disclaim any obligation to update any forward-looking statements as a result of
developments occurring after the date of this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No Description
99.1 Press Release dated October 12, 2021.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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