Item 1.01. Entry into a Material Definitive Agreement.
On January 22, 2020, Jabil Inc. (the "Company") entered into a senior unsecured
credit agreement (the "Agreement"). The Agreement provides for a five-year
revolving credit facility in the initial amount of $2.0 billion, or its currency
equivalent (the "Five-Year Revolving Credit Facility"), a three-year revolving
credit facility in the initial amount of $700.0 million, or its currency
equivalent (the "Three-Year Revolving Credit Facility" and, together with the
Five-Year Revolving Credit Facility, the "Revolving Credit Facilities"), which
Revolving Credit Facilities may, subject to the lenders' discretion, potentially
be increased by up to an aggregate amount of $1.0 billion, or its currency
equivalent, and a $300.0 million five-year term loan facility (the "Term Loan
Facility" and, together with the Revolving Credit Facilities, the "Credit
Facilities"). The Agreement was entered into among the Company; the initial
lenders named therein; Citibank, N.A., as administrative agent; JPMorgan Chase
Bank, N.A. and Bank of America, N.A., as co-syndication agents; BNP Paribas,
Mizuho Bank, Ltd., MUFG Bank, Ltd. and Sumitomo Mitsui Banking Corporation, as
documentation agents; and Citibank, N.A., JPMorgan Chase Bank, N.A., BofA
Securities, Inc., BNP Paribas Securities Corp., Mizuho Bank, Ltd., MUFG Bank,
Ltd., and Sumitomo Mitsui Banking Corporation, as joint lead arrangers and joint
bookrunners. The Five-Year Revolving Credit Facility and the Term Loan Facility
expire approximately five years from the date of closing and the Three-Year
Revolving Credit Facility expires approximately three years from the date of
closing, but in the case of the Revolving Credit Facilities, each is subject to
one-year extension options subject to the Company's provision of notice prior to
the first, second and/or third anniversaries of the closing date (subject to the
lenders' discretion).
Interest and fees on advances under the Revolving Credit Facilities and Term
Loan Facility are based on the Company's non-credit enhanced long-term senior
unsecured debt rating as determined by S&P Global Ratings, Moody's Investors
Service, Inc. and Fitch, Inc. (collectively, the "Rating Agencies"), all as more
fully described in the Agreement. Interest is charged at a rate equal to (a) for
the Revolving Credit Facilities, either 0.000% to 0.450% above the base rate or
0.975% to 1.450% above the Eurocurrency rate and (b) for the Term Loan Facility,
either 0.125% to 0.750% above the base rate or 1.125% to 1.750% above the
Eurocurrency rate, in each case where the base rate represents the greatest of
Citibank, N.A.'s base rate, 0.50% above the federal funds rate, and 1.0% above
one-month LIBOR, but not less than zero, and the Eurocurrency rate represents
adjusted LIBOR or adjusted CDOR, as applicable, for the applicable interest
period, but not less than zero, each as more fully described in the Agreement.
Fees include a facility fee based on the revolving credit commitments of the
lenders and a letter of credit fee based on the amount of outstanding letters of
credit. Based on the Company's current non-credit enhanced long-term senior
unsecured debt rating as determined by the Rating Agencies the current rates of
interest for the Revolving Credit Facilities are 0.075% above the base rate and
1.075% above the Eurocurrency rate and for the Term Loan Facility are 0.250%
above the base rate and 1.250% above the Eurocurrency rate. The Credit
Facilities include various covenants, limitations and events of default
customary for similar facilities for similarly rated borrowers.
As of the date of the Agreement, draws in the approximate amount of $523 million
in revolving credit advances have been made and are outstanding under the
Five-Year Revolving Credit Facility, and draws in the amount of $300 million in
advances have been made and are outstanding under the Term Loan Facility.
Certain of the lenders under the Credit Facilities and their affiliates have
various other relationships with the Company and its subsidiaries involving the
provision of financial services, including cash management, loans, letter of
credit and bank guarantee facilities, investment banking and trust services. The
Company and certain of its subsidiaries have entered into foreign exchange
contracts and other derivative arrangements with certain of the lenders and
their affiliates. In addition, various agents and lenders under the Credit
Facilities held positions as agent and/or lender under the Company's Existing
Credit Agreements, as defined below.
In connection with the Company's entry into the Agreement, the Company
terminated the Company's amended and restated five year credit agreement dated
November 8, 2017 (the "2017 Existing Credit Agreement") and the credit agreement
dated August 24, 2018 (the "2018 Existing Credit Agreement" and together with
the 2017 Existing Credit Agreement, the "Existing Credit Agreements"). The 2017
Existing Credit Agreement was entered into among the Company; the initial
lenders named therein; Citibank, N.A., as administrative agent; JPMorgan Chase
Bank, N.A. and Bank of America, N.A., as co-syndication agents; and BNP Paribas,
Mizuho Bank, Ltd. and The Bank of Nova Scotia, as documentation agents; and
Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, BNP Paribas Securities Corp., Mizuho Bank, Ltd.,
The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Sumitomo Mitsui Banking Corporation,
as joint lead arrangers and joint bookrunners. The 2018 Existing Credit
Agreement was entered into among the Company; the initial lenders named therein;
Mizuho Bank, Ltd., as administrative agent; and Mizuho Bank, Ltd., MUFG Bank,
Ltd. and Sumitomo Mitsui Banking Corporation, as joint lead arrangers and joint
. . .
Item 1.02. Termination of a Material Definitive Agreement.
The information included in Item 1.01 of this Report is incorporated by
reference into this Item 1.02.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Report is incorporated by
reference into this Item 2.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 23, 2020, Jabil Inc. held its Annual Meeting of Stockholders. As of
the record date of November 29, 2019, 152,300,356 shares of the Company's Common
Stock were outstanding and entitled to vote. Of this amount, 136,315,583 shares,
representing approximately 89.50% of the total number of eligible voting shares,
were represented in person or by proxy constituting a quorum. Set forth below
are the voting results from the proposals presented for a stockholder vote at
such meeting, each of which received a sufficient number of votes to pass.
1. The individuals listed below were elected at the Annual Meeting to serve as
directors of Jabil until the next annual meeting of stockholders or until
their respective successors are duly elected and qualified:
FOR WITHHELD NON-VOTE
Anousheh Ansari 123,970,565 150,326 12,194,692
Martha F. Brooks 123,863,490 257,401 12,194,692
Christopher S. Holland 123,990,976 129,915 12,194,692
Timothy L. Main 123,027,544 1,093,347 12,194,692
Mark T. Mondello 123,748,510 372,381 12,194,692
John C. Plant 81,590,798 42,530,093 12,194,692
Steven A. Raymund 119,974,282 4,146,609 12,194,692
Thomas A. Sansone 116,993,543 7,127,348 12,194,692
David M. Stout 123,180,516 940,375 12,194,692
Kathleen A. Walters 123,969,641 151,250 12,194,692
2. A proposal to ratify the appointment of Ernst & Young LLP as Jabil's
independent registered public accounting firm for the fiscal year ending
August 31, 2020.
FOR AGAINST ABSTAIN NON-VOTE
134,572,687 1,651,619 91,277 -
3. A proposal to approve (on an advisory basis) Jabil's executive compensation.
FOR AGAINST ABSTAIN NON-VOTE
119,789,582 4,234,554 96,756 12,194,692
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Credit Agreement dated as of January 22, 2020 among Jabil Inc.;
the initial lenders named in the Agreement; Citibank, N.A., as
administrative agent; JPMorgan Chase Bank, N.A. and Bank of
America, N.A., as co-syndication agents; BNP Paribas, Mizuho Bank,
Ltd., MUFG Bank, Ltd. and Sumitomo Mitsui Banking Corporation, as
documentation agents; and Citibank, N.A., JPMorgan Chase Bank,
N.A., BofA Securities, Inc., BNP Paribas Securities Corp., Mizuho
Bank, Ltd., MUFG Bank, Ltd., and Sumitomo Mitsui Banking
Corporation, as joint lead arrangers and joint bookrunners.
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