UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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. ☐
| Item 1.01. | Entry into a Material Definitive Agreement |
On February 6, 2020, The Boeing Company (“Boeing”) entered into a $13.0 billion, two-year delayed draw term loan credit agreement (the “Credit Agreement”) with Citibank, N.A. (“Citibank”), JPMorgan Chase Bank, N.A. (“JPMorgan”), BofA Securities, Inc. and Wells Fargo Securities, LLC as joint lead arrangers and joint book managers, Bank of America, N.A. and Wells Fargo Bank, National Association as documentation agents, JPMorgan as syndication agent and Citibank as administrative agent, and a syndicate of lenders as defined in the Credit Agreement.
Under the Credit Agreement, Boeing will pay a fee between 0.05% and 0.15% per annum on the commitments, depending on Boeing’s credit rating. Borrowings under the Credit Agreement that are not based on Eurodollar rates will bear interest at an annual rate equal to the highest of (1) the rate announced publicly by Citibank, from time to time, as its “base” rate, (2) the federal funds rate plus 0.50% and (3) the ICE benchmark settlement rate for US dollars for a period of one month plus 1.00%, in each case plus between 0.0% and 0.25%, depending on Boeing’s credit rating. Borrowings under the Credit Agreement that are based on Eurodollar rates will generally bear interest based on an applicable ICE benchmark settlement rate plus between 0.75% and 1.25%, depending on Boeing’s credit rating. Commitments under the Credit Agreement are scheduled to terminate no later than August 6, 2021, with February 6, 2022 as the final maturity date.
The Credit Agreement contains customary terms and conditions, including covenants restricting Boeing’s ability to permit consolidated debt (as defined in the Credit Agreement) in excess of 60% of Boeing’s total capital (as defined in the Credit Agreement) or to incur liens, merge or consolidate with another entity. Events of default under the Credit Agreement include: (1) failure to pay outstanding principal or interest within five business days of when due, (2) determination that any representation or warranty was incorrect in any material respect when made, (3) failure to perform any other term, covenant or agreement, which failure is not remedied within 30 days of notice, (4) a cross-default with other debt in certain circumstances, (5) the incurrence of certain liabilities under the Employee Retirement Income Security Act and (6) bankruptcy and other insolvency events. If an event of default occurs and is continuing, the lenders would have the right to accelerate and require the repayment of all amounts outstanding under the applicable agreement and would not be required to advance any additional funds.
Certain of the lenders and their affiliates have performed, and may in the future perform, for Boeing and its subsidiaries, various banking, underwriting, and other financial services, for which they receive customary fees and expenses.
The foregoing description is qualified in its entirety by the Credit Agreement, which is filed as exhibit 10.1 hereto.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |||
| 10.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| THE BOEING COMPANY | ||
| By: |
/s/ Grant M. Dixton | |
| Grant M. Dixton | ||
| Vice President, Deputy General Counsel & Corporate Secretary | ||
Dated: February 7, 2020