Item 1.01 Entry into a Material Definitive Agreement
OnMarch 15, 2021 ,NIKE, Inc. (the "Company") entered into a Credit Agreement withBank of America, N.A ., as administrative agent, and the other financial institutions named therein as lenders (the "Credit Agreement"). The Credit Agreement provides for up to$1 billion of borrowings pursuant to a 364-day unsecured revolving credit facility (the "Credit Facility"), which is available for working capital and general corporate purposes, including supporting the issuance of commercial paper. In addition to loans inU.S. Dollars, borrowings under the Credit Facility will be available in Canadian Dollar, Euro, Sterling, Yen and any other currency that is freely convertible intoU.S. Dollars and agreed to by the administrative agent and the then existing lenders. The Credit Facility matures onMarch 14, 2022 . The Company may, upon the agreement of either the then existing lenders or of additional banks not currently party to the Credit Agreement, increase the commitments under the Credit Facility to up to$1,500,000,000 . The Company may also request renewal of the Credit Facility for an additional 364-day period or convert any amounts outstanding into a term loan for a period of up to one year, which term loan would mature no later than the anniversary of the then effective termination date. Borrowings under the Credit Facility will bear interest, at the Company's option, at either (a) LIBOR plus an applicable margin or (b) a base rate defined as the highest of (i) theBank of America "prime rate", (ii) the federal funds effective rate plus 0.50% and (iii) the one month LIBOR plus 1.00%. The applicable margin for LIBOR loans will range from 0.355% to 0.690% based on the public ratings of the Company's long-term, senior unsecured, non-credit enhanced indebtedness for borrowed money. The Company may select interest periods of 1, 3 or 6 months for LIBOR loans, subject to availability. Interest shall be payable at the end of the selected interest period, but no less frequently than quarterly. The Credit Agreement contains covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to incur additional liens; engage in mergers, acquisitions and dispositions; and use proceeds of loans under the Credit Facility. The Credit Agreement does not include any financial covenants.
The description of the Credit Agreement is qualified in its entirety by the copy thereof which is attached as Exhibit 10.1 and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement
OnMarch 15, 2021 , concurrently with the Company's entry into the Credit Agreement described in Item 1.01 hereof, the Company terminated the existing Credit Agreement datedApril 6, 2020 , which provided for up to$2.0 billion of borrowings inU.S. Dollars pursuant to a 364-day unsecured revolving credit facility, with the banks, financial institutions and other lenders signatory thereto (the "Prior Credit Agreement"). The Prior Credit Agreement contained covenants that, among other things, limited or restricted the ability of the Company and its subsidiaries to incur additional liens; engage in mergers, acquisitions and dispositions; engage in transactions with affiliates; and use proceeds of loans under the Prior Credit Agreement. The Prior Credit Agreement did not include any financial covenants. No amounts were outstanding under this facility as ofMarch 15, 2021 . The Prior Credit Agreement would have expired inApril 2021 .
Item 2.02 Results of Operations and Financial Condition
On
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under and Off-Balance Sheet Arrangement
The information contained in Item 1.01 of this current report on Form 8-K is by this reference incorporated in this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are furnished with this Form 8-K:
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Exhibit No. Exhibit 10.1 Credit Agreement dated as ofMarch 15 ,
2021, among
America, N.A. as Administrative Agent,
Agent,Deutsche Bank Securities Inc. , HSBC
andJPMorgan Chase, N.A. , as
Co-Documentation Agents, and the other Banks
named therein 99.1NIKE, Inc. Press Release datedMarch 18, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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