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
Date of Report: May 15, 2019
(Date of earliest event reported)
INTERNATIONAL BUSINESS MACHINES
CORPORATION
(Exact name of registrant as specified in its charter)
New York | | 1-2360 | | 13-0871985 |
(State of Incorporation) | | (Commission File Number) | | (IRS employer Identification No.) |
ARMONK, NEW YORK | | 10504 |
(Address of principal executive offices) | | (Zip Code) |
914-499-1900
(Registrant’s telephone number)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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:
Title of each class | | Trading symbol(s) | | Name of each exchange
on which registered |
Capital stock, par value $.20 per share | | IBM | | New York Stock Exchange |
| | | | Chicago Stock Exchange |
1.375% Notes due 2019 | | IBM 19B | | New York Stock Exchange |
2.750% Notes due 2020 | | IBM 20B | | New York Stock Exchange |
1.875% Notes due 2020 | | IBM 20A | | New York Stock Exchange |
0.500% Notes due 2021 | | IBM 21B | | New York Stock Exchange |
2.625% Notes due 2022 | | IBM 22A | | New York Stock Exchange |
1.25% Notes due 2023 | | IBM 23A | | New York Stock Exchange |
0.375% Notes due 2023 | | IBM 23B | | New York Stock Exchange |
1.125% Notes due 2024 | | IBM 24A | | New York Stock Exchange |
2.875% Notes due 2025 | | IBM 25A | | New York Stock Exchange |
0.950% Notes due 2025 | | IBM 25B | | New York Stock Exchange |
0.875% Notes due 2025 | | IBM 25C | | New York Stock Exchange |
0.300% Notes due 2026 | | IBM 26B | | New York Stock Exchange |
1.250% Notes due 2027 | | IBM 27B | | New York Stock Exchange |
1.750% Notes due 2028 | | IBM 28A | | New York Stock Exchange |
1.500% Notes due 2029 | | IBM 29 | | New York Stock Exchange |
1.750% Notes due 2031 | | IBM 31 | | New York Stock Exchange |
8.375% Debentures due 2019 | | IBM 19 | | New York Stock Exchange |
7.00% Debentures due 2025 | | IBM 25 | | New York Stock Exchange |
6.22% Debentures due 2027 | | IBM 27 | | New York Stock Exchange |
6.50% Debentures due 2028 | | IBM 28 | | New York Stock Exchange |
7.00% Debentures due 2045 | | IBM 45 | | New York Stock Exchange |
7.125% Debentures due 2096 | | IBM 96 | | 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 o
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. o
Item 1.02. Termination of a Material Definitive Agreement
On October 28, 2018, International Business Machines Corporation (“IBM”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Red Hat, Inc., a Delaware corporation (“Red Hat”), and Socrates Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of IBM (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Red Hat (the “Merger”), with Red Hat surviving the Merger and becoming a wholly owned subsidiary of IBM.
In connection with the financing of the Red Hat acquisition, IBM entered into a commitment letter (the “Commitment Letter”), dated as of October 28, 2018, with JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC (collectively, the “Commitment Parties”), pursuant to which, and subject to the terms and conditions set forth therein, the Commitment Parties committed to provide a 364-day senior unsecured bridge term loan facility in an aggregate principal amount of up to $20 billion to fund the consideration for the Merger.
On May 15, 2019, IBM closed on, and received the net proceeds of, a multi-tranche debt offering in the total principal amount of $20 billion (the “Debt Offering”). Following the receipt of the net proceeds from the Debt Offering, on May 15, 2019, and in accordance with the terms of the Commitment Letter, IBM notified the Commitment Parties of IBM’s termination of all commitments under the Commitment Letter. No early termination penalties are associated with the termination of the Commitment Letter.
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SIGNATURE
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: May 17, 2019 | |
| |
| By: | /s/ Simon J. Beaumont |
| | Simon J. Beaumont |
| | Vice President and Treasurer |
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