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Section 1: 8-K (8-K)

Document
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
November 10, 2019

Brown-Forman Corporation

(Exact Name of Registrant as Specified in its Charter)
                   

Delaware
 
001-00123
 
61-0143150
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

850 Dixie Highway,
Louisville,
Kentucky
 
40210
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
 
 
 

Registrant’s telephone number, including area code: (502) 585-1100

Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)


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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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
Class A Common Stock (voting), $0.15 par value
BFA
New York Stock Exchange
Class B Common Stock (nonvoting), $0.15 par value
BFB
New York Stock Exchange
1.200% Notes due 2026
BF26
New York Stock Exchange
2.600% Notes due 2028
BF28
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 1.01. Entry into a Material Definitive Agreement.

Brown-Forman Corporation (the “Company”) and certain of its subsidiaries entered into an Amended and Restated Five-Year Credit Agreement on November 10, 2017, with certain lenders party thereto, JPMorgan Chase Bank, N.A., PNC Bank, National Association and Wells Fargo Bank, National Association, as Co-Documentation Agents, U.S. Bank National Association, as Administrative Agent, and U.S. Bank National Association, Barclays Bank PLC, BofA Securities, Inc. (formerly Merrill Lynch, Pierce, Fenner & Smith Incorporated) and Citigroup Global Markets Inc., as Co-Syndication Agents, Joint Lead Arrangers and Joint Bookrunners (the “Credit Agreement”). The Credit Agreement was previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-00123) filed with the Securities and Exchange Commission on November 13, 2017.

The Credit Agreement was originally due to expire no later than November 10, 2022. Effective November 10, 2019, the lenders agreed to the Company’s request to extend the Credit Agreement for one additional year pursuant to the terms of the Credit Agreement. The Credit Agreement is now scheduled to terminate on November 10, 2023. All other terms and conditions of the Credit Agreement remain in full force and effect.









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.


 
BROWN-FORMAN CORPORATION
 
(Registrant)
 
 
 
 
Date: November 12, 2019
/s/ Jaileah X. Huddleston
 
Jaileah X. Huddleston
 
Vice President, Assistant General Counsel and Assistant Corporate Secretary




                        






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