UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 24, 2020
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DXC TECHNOLOGY COMPANY
(Exact name of Registrant as specified in its charter)
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| Nevada | | 001-38033 | | 61-1800317 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 1775 Tysons Boulevard | | | |
| Tysons | , | Virginia | | | 22102 |
| (Address of Principal Executive Offices) | | | (Zip Code) |
Registrant’s telephone number, including area code: (703) 245-9675
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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 (see General Instruction A.2. below):
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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) |
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| ☐ | 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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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | DXC | New York Stock Exchange |
| 2.750% Senior Notes Due 2025 | DXC 25 | New York Stock Exchange |
| 1.750% Senior Notes Due 2026 | DXC 26 | New York Stock Exchange |
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
As previously disclosed, DXC Technology Company (the “Company”) and certain of its subsidiaries are party to an amended and restated credit agreement dated as of October 11, 2013 (as amended from time to time, the “Credit Agreement”). The Credit Agreement provides the Company with a $4.0 billion multi-currency revolving credit facility, $3.93 billion of the commitments thereunder maturing on January 15, 2025 and $70 million of the commitments thereunder maturing on January 15, 2024. A copy of the Credit Agreement, as amended, was filed as an exhibit to the Company’s 10-K filed with the Securities and Exchange Commission on June 12, 2019.
On March 24, 2020, the Company provided notice to the administrative agent under the Credit Agreement to borrow $1.5 billion of the available $4.0 billion under the Credit Agreement. The Company may repay amounts borrowed any time without penalty. Borrowings under the Credit Agreement will bear interest at a variable rate based on LIBOR or on a base rate, plus an individual margin based on DXC’s long-term debt rating.
The Company borrowed under the Credit Agreement in order to reduce its reliance on short-term funding sources, including its €1 billion (approximately $1.1 billion) commercial paper program, in light of the recent volatility in those markets which has created an uncertain funding environment for borrowers such as the Company. The Company expects to use the proceeds from the borrowing under the Credit Agreement for working capital, general corporate purposes or other purposes permitted under the Credit Agreement.
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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| | | | DXC TECHNOLOGY COMPANY
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| Dated: | March 24, 2020 | By: | /s/ Paul N. Saleh |
| | | Name: | Paul N. Saleh |
| | | Title: | Executive Vice President and Chief Financial Officer |
