Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
On February 3, 2022, as previously disclosed in the Current Report on Form 8-K
filed by Kirby Corporation ("Kirby" or the "Company") with the Securities and
Exchange Commission on February 8, 2022, Kirby entered into a Note Purchase
Agreement with a group of institutional investors (the "Note Purchase
Agreement") for the issuance of $300 million of unsecured fixed-rate senior
notes. The Note Purchase Agreement provides for the issuance by Kirby of $300
million of unsecured fixed-rate senior notes (the "Notes"), consisting of $60
million of 3.46% senior notes ("Series A Notes") and $240 million of 3.51%
senior notes ("Series B Notes"), each due January 19, 2033.
On October 20, 2022, Kirby issued the $60 million of Series A Notes. On January
19, 2023, the remaining $240 million of Series B Notes were issued.
No principal payments are required until maturity. Beginning in 2023, interest
payments of $5,250,000 will be due semi-annually on January 19 and July 19 of
each year, with the exception of the first payment on January 19, 2023, which
was $525,000. The Company intends to use the proceeds from the issuance of the
Notes and availability under its revolving credit facility to repay the 3.29%
senior unsecured notes due February 27, 2023.
The Note Purchase Agreement contains certain covenants on the part of Kirby,
including an interest coverage covenant, a debt-to-capitalization covenant, and
covenants relating to liens, asset sales and mergers, among others. The Note
Purchase Agreement also specifies certain events of default, upon the occurrence
of which the maturity of the Notes may be accelerated, including failure to pay
principal and interest, violation of covenants, or default on other
indebtedness, among others.
The foregoing summary of the terms of the Note Purchase Agreement is qualified
in its entirety by reference to a copy of the Note Purchase Agreement filed as
Exhibit 10.1 to the Current Report on Form 8-K filed by Kirby with the
Securities and Exchange Commission on February 8, 2022.
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