0000320187false00003201872023-03-102023-03-10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of
1934
March 10, 2023
Date of Report (date of earliest event reported)
NIKE, Inc.
(Exact name of registrant as specified in its charter)
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Oregon
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1-10635 |
93-0584541 |
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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ONE BOWERMAN DRIVE
BEAVERTON, OR 97005-6453
(Address of principal executive offices and zip code)
(503) 671-6453
Registrant's telephone number, including area code
NO CHANGE
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Class B Common Stock |
NKE |
New York Stock Exchange |
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(Title of each class) |
(Trading Symbol) |
(Name of each exchange on which registered) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
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Item 1.01 Entry into a Material Definitive Agreement
364-Day Credit Facility
On March 10, 2023, NIKE, Inc. (the “Company”) entered into a Credit
Agreement with Bank of America, N.A., as administrative agent, and
the other financial institutions named therein as lenders (the
“364‑Day Credit Agreement”). The 364‑Day Credit Agreement provides
for up to $1 billion of borrowings pursuant to a 364-day unsecured
revolving credit facility (the “364‑Day Credit Facility”), which is
available for working capital and general corporate purposes,
including supporting the issuance of commercial paper. In addition
to loans in U.S. Dollars, borrowings under the 364‑Day Credit
Facility will be available in Canadian Dollar, Euro, Sterling, Yen
and any other currency that is freely convertible into U.S. Dollars
and agreed to by the administrative agent and the then existing
lenders. The 364-Day Credit Facility matures on March 8, 2024,
assuming the maturity date is not extended.
The Company may, upon the agreement of either the then existing
lenders or of additional banks not currently party to the 364-Day
Credit Agreement, increase the commitments under the 364-Day Credit
Facility to up to $1.5 billion. The Company may also request
renewal of the 364‑Day 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.
As of March 10, 2023, the Company is the only borrower under the
364-Day Credit Facility. However, the 364‑Day Credit Agreement
allows for the Company to designate additional subsidiary borrowers
from time to time. In the event that any subsidiary of the Company
becomes a borrower, the Company has agreed to provide a guarantee
in respect of any such subsidiary’s obligations in relation with
the revolving credit facility.
Borrowings under the 364-Day Credit Facility will bear interest, at
the Company’s option, at either (a) Term SOFR plus 0.10% plus an
applicable margin or (b) a base rate defined as the highest of (i)
the Bank of America “prime rate”, (ii) the federal funds effective
rate plus 0.50% and (iii) one month Term SOFR plus 1.00%. The
applicable margin for Term SOFR loans will range from 0.3575% 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 one, three or six
months for Term SOFR loans, subject to availability. Interest shall
be payable at the end of the selected interest period, but no less
frequently than quarterly.
The 364-Day 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
364-Day Credit Facility. The 364‑Day Credit Agreement does not
include any financial covenants.
Documentation
The description of the 364-Day Credit Agreement is qualified in its
entirety by reference to the 364-Day Credit Agreement filed as
Exhibit 10.1 and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive
Agreement
Termination of Prior 364-Day Credit Agreement
On March 10, 2023, concurrently with the Company’s entry into the
364-Day Credit Agreement described in Item 1.01 hereof, the Company
terminated the existing Credit Agreement dated March 11, 2022,
which provided for up to $1.0 billion of borrowings in U.S. Dollars
pursuant to a 364‑day unsecured revolving credit facility, with the
banks, financial institutions and other lenders signatory thereto
(the “Prior 364‑Day Credit Agreement”). The Prior 364‑Day 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 364-Day Credit Agreement. The Prior 364‑Day Credit
Agreement did not include any financial covenants. No amounts were
outstanding under this facility as of March 10, 2023. The Prior
364‑Day Credit Agreement would have expired on March 10,
2023.
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.
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Exhibit No. |
Exhibit |
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10.1 |
Credit Agreement dated as of
March 10, 2023, among NIKE, Inc., Bank of America, N.A., as
Administrative Agent, Citibank, N.A. and JPMorgan Chase Bank, N.A.
as Co-Syndication Agents, Deutsche Bank Securities Inc., HSBC Bank
USA, National Association and Goldman Sachs Bank USA, as
Co-Documentation Agents, and the other Banks named
therein.
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Cover Page Interactive Data File (embedded within the Inline XBRL
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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NIKE, Inc.
(Registrant) |
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Date: |
March 13, 2023 |
By: |
/s/ Matthew Friend |
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Matthew Friend |
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Executive Vice President and Chief Financial Officer |
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