UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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(Exact name of registrant as specified in its charter)
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 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. The remaining $240 million of Series B Notes are scheduled to be issued on January 19, 2023.
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 will be $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.
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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KIRBY CORPORATION |
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Date: |
October 21, 2022 |
By: |
/s/ Raj Kumar |
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Raj Kumar |
Document and Entity Information |
Oct. 20, 2022 |
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| Cover [Abstract] | |
| Entity Registrant Name | KIRBY CORPORATION |
| Entity Central Index Key | 0000056047 |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Oct. 20, 2022 |
| Entity File Number | 1-7615 |
| Entity Incorporation, State or Country Code | NV |
| Entity Tax Identification Number | 74-1884980 |
| Entity Address, Address Line One | 55 Waugh Drive |
| Entity Address, Address Line Two | Suite 1000 |
| Entity Address, City or Town | Houston |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 77007 |
| City Area Code | 713 |
| Local Phone Number | 435-1000 |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | KEX |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |