Boeing Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Aerospace
Industrials
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 (Date of Earliest Event Reported): May 15, 2024
| THE BOEING COMPANY | ||||||||
| (Exact name of registrant as specified in its charter) | ||||||||
| (State or other jurisdiction of incorporation or organization) | (Commission file number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
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| (Registrant's telephone number, including area code) | ||
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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).
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Item 1.01. Entry into a Material Definitive Agreement
On May 15, 2024, The Boeing Company (“Boeing”) entered into a $4.0 billion, five-year revolving credit agreement (the “Agreement”) with Citibank, N.A. (“Citibank”) and JPMorgan Chase Bank, N.A. (“JPMorgan”) as joint lead arrangers and joint book managers, Citibank as administrative agent, JPMorgan as syndication agent, and a syndicate of lenders as defined in the Agreement. Under the Agreement, Boeing will pay a fee between 0.175% and 0.350% per annum on the commitments, depending on Boeing’s credit rating. Borrowings under the Agreement that are based on SOFR will generally bear interest equal to Adjusted Term SOFR (as defined in the Agreement) plus between 1.200% and 1.650% per annum, depending on Boeing’s credit rating. All other borrowings under the Agreement 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) Adjusted Term SOFR (as defined in the Agreement) for a one-month tenor in effect on such day plus 1.00%, plus in each of (1), (2) and (3) between 0.200% and 0.650% per annum, depending on Boeing’s credit rating. The Agreement is scheduled to terminate on May 15, 2029, subject to Boeing’s right to extend the term on any anniversary of the closing for one additional year.
The Agreement contains customary terms and conditions, including covenants restricting Boeing’s ability to permit consolidated debt (as defined in the Agreement) in excess of 60% of Boeing’s total capital (as defined in the Agreement), to incur liens, and to merge or consolidate with another entity. Events of default under the 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 Agreement and would not be required to advance any additional funds.
The foregoing description is qualified in its entirety by the Agreement, which is filed as exhibit 10.1 hereto.
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.
Effective May 15, 2024, Boeing terminated its $0.8 billion, 364-day revolving credit agreement dated as of August 24, 2023, which was scheduled to terminate on August 22, 2024, and its $3.2 billion, five-year revolving credit agreement, dated as of October 30, 2019, as amended, which was scheduled to terminate on October 30, 2024. Boeing’s three-year revolving credit agreement, dated as of August 25, 2022, which consists of $3.0 billion of total commitments, and Boeing's five-year revolving credit agreement, dated as of August 24, 2023, which consists of $3.0 billion of total commitments, each remain in effect.
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 | ||||||||
| 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/ John C. Demers | ||||
| John C. Demers | |||||
| Vice President, Assistant General Counsel and Corporate Secretary | |||||
| Dated: May 17, 2024 | |||||