UNITED
STATES
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| FORM | ||
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CURRENT REPORT
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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).
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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 June 21, 2023, Kyndryl Holdings, Inc. (the “Company”) (i) entered into Amendment No. 1 (the “Revolver Amendment”) to the Five-Year Revolving Credit Agreement dated as of October 18, 2021 (the “Revolving Credit Agreement”) with the several banks and other financial institutions from time to time party thereto (the “Revolving Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent and (ii) entered into Amendment No. 1 (the “Term Amendment” and, together with the Revolver Amendment, the “Amendments”) to the Term Loan Credit Agreement dated as of October 18, 2021 (the “Term Loan Credit Agreement” and, together with the Revolving Credit Agreement, the “Credit Agreements”) with the several banks and other financial institutions from time to time party thereto (the “Term Loan Lenders” and, together with the Revolving Lenders, the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent.
Each Amendment amended the respective Credit Agreement by replacing the London Interbank Offered Rate (LIBOR) as the interest rate benchmark for US Dollar borrowings with the Secured Overnight Financing Rate (SOFR). Other than the foregoing, the material terms of the Credit Agreements remain unchanged.
This summary description of the Amendments and the Credit Agreements, as amended, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendments (each of which includes the respective amended Credit Agreement as an exhibit), which are filed as Exhibits 10.1 and 10.2 to this report, and are incorporated by reference herein.
In the ordinary course of their respective businesses, the Lenders and their affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory or other services with the Company and/or its subsidiaries for which they have in the past and/or may in the future receive customary compensation and expense reimbursement.
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 in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Amendment No. 1 to the Five-Year Revolving Credit Agreement, dated as of June 21, 2023, among the Company, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. |
| 10.2 | Amendment No. 1 to the Term Loan Credit Agreement, dated as of June 21, 2023, among the Company, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. |
| 104 | Cover Page Interactive Data File (embedded in the Inline XBRL document) |
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.
Date: June 23, 2023
| KYNDRYL HOLDINGS, INC. | ||
| By: | /s/ Evan Barth | |
| Name: Evan Barth | ||
| Title: Vice President, Associate General Counsel and Assistant Corporate Secretary | ||