Cummins Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
UNITED STATES
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 2, 2025, Cummins Inc. (the “Company”) entered into a Third Amended and Restated Credit Agreement (the “5-Year Credit Agreement”) by and among the Company, certain of its subsidiaries (together with the Company, the “Borrowers”), the lenders named therein (the “5-Year Lenders”) and JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent. Under the 5-Year Credit Agreement, which will mature on June 2, 2030 (the “5-Year Maturity Date”), the Borrowers may obtain revolving and swingline loans and letters of credit, in each case subject to certain amount limitations, in an amount up to $2.0 billion in the aggregate outstanding at any time prior to the 5-Year Maturity Date. The 5-Year Credit Agreement amends and restates in its entirety that certain Second Amended and Restated Credit Agreement, dated as of June 3, 2024, by and among the Company, certain subsidiaries referred to therein, the lenders party thereto and JPMorgan, as administrative agent.
On June 2, 2025, the Company also entered into a 3-Year Credit Agreement (the “3-Year Credit Agreement” and, together with the 5-Year Credit Agreement, the “Credit Agreements”) by and among the Company, the other Borrowers party thereto, the lenders named therein (the “3-Year Lenders” and, together with the 5-Year Lenders, the “Lenders”) and JPMorgan, as administrative agent. Under the 3-Year Credit Agreement, which will mature on June 2, 2028 (the “3-Year Maturity Date”), the Borrowers may obtain revolving and swingline loans and letters of credit, in each case subject to certain amount limitations, in an amount up to $2.0 billion in the aggregate outstanding at any time prior to the 3-Year Maturity Date. The 3-Year Credit Agreement replaces in its entirety that certain Sixth Amended and Restated 364-Day Credit Agreement, dated as of June 3, 2024, by and among the Company, certain subsidiaries referred to therein, the lenders party thereto and JPMorgan, as administrative agent, which expired in accordance with its terms on June 2, 2025.
The borrowings under the Credit Agreements will not be secured with liens on any of the Company’s or its subsidiaries’ assets. The Company will guarantee all borrowings by the subsidiary Borrowers under the Credit Agreements.
The Company may from time to time request (a) incremental term loans and/or increase the maximum availability under the 5-Year Credit Agreement by up to $1.0 billion and (b) incremental term loans and/or increase the maximum availability under the 3-Year Credit Agreement by up to $1.0 billion, in each case, if certain conditions are satisfied, including (i) the absence of any default or event of default under the applicable Credit Agreement, and (ii) the Company obtaining the consent of the Lenders participating in each such increase.
Borrowings under the Credit Agreements will bear interest at varying rates, depending on the type of loan and, in some cases, the rates of designated benchmarks and the applicable Borrower’s election. For all borrowings under the Credit Agreements, the applicable Borrower may choose among the following interest rates: (i) solely in the case of U.S. dollar-denominated loans, an interest rate (the “Alternate Base Rate”) equal to the highest of (1) the prime rate in effect from time to time, (2) the greater of (A) the federal funds effective rate in effect from time to time and (B) the overnight bank funding rate in effect from time to time, in each case plus 0.5% and (3) the Term SOFR Rate for a one month interest period plus 1.00%; (ii) an interest rate equal to (1) solely in the case of U.S. dollar-denominated term benchmark loans, the Term SOFR Rate or (2) solely in the case of euro-denominated term benchmark loans, the Adjusted EURIBO Rate, as applicable, in each case for the applicable interest period plus a rate ranging from 0.50% to 1.00% under each Credit Agreement, depending on the credit rating of the Company’s senior unsecured long-term debt (the “Applicable Rate”); (iii) solely in the case of pound sterling- or U.S. dollar-denominated loans, the Adjusted Daily Simple RFR plus the Applicable Rate; or (iv) solely in the case of swingline loans, an interest rate equal to (1) solely in the case of U.S. dollar-denominated swingline loans, the Alternate Base Rate, (2) solely in the case of euro-denominated swingline loans, Daily Simple ESTR plus the Applicable Rate, (3) solely in the case of pound sterling-denominated swingline loans, Daily Simple SONIA plus the Applicable Rate, or (4) another rate agreed to by the applicable Lender and the applicable Borrower. Currently, the Company’s senior unsecured long-term debt is rated A2 by Moody’s Investors Service, Inc. and A by Standard & Poor’s Financial Services LLC, which would result in an Applicable Rate of 0.75% under each Credit Agreement, in each case for purposes of (ii)-(iv) above as applicable. Credit ratings are not recommendations to buy and are subject to change, and each rating should be evaluated independently of any other rating. In addition, the Company undertakes no obligation to update disclosures concerning its credit ratings, whether as a result of new information, future events or otherwise.
The Credit Agreements contain customary events of default and financial and other covenants, including a financial covenant requiring that the ratio of the consolidated net debt of the Company and its subsidiaries to the consolidated total capital of the Company and its subsidiaries as of the last day of each fiscal quarter not be greater than 0.65:1.
The description of the Credit Agreements set forth above is qualified by reference to the 3-Year Credit Agreement and the 5-Year Credit Agreement, as applicable, filed herewith as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
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| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 above is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The exhibits listed in the Exhibit Index below are filed as part of this report.
Exhibit Index
|
Exhibit Number |
Description | ||
| 10.1 | Third Amended and Restated Credit Agreement, dated as of June 2, 2025, by and among Cummins Inc., the subsidiary borrowers referred to therein, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. | ||
| 10.2 | 3-Year Credit Agreement, dated as of June 2, 2025, by and among Cummins Inc., the subsidiary borrowers referred to therein, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. | ||
| 104 | Cover Page Interactive Data File (the cover page Interactive Data File is embedded within the Inline XBRL document). | ||
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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: June 2, 2025 | |
| CUMMINS INC. | |
| /s/ Luther E. Peters | |
| Luther E. Peters | |
| Vice President-Controller | |
| (Principal Accounting Officer) |