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MarketScreener Homepage  >  Equities  >  Nyse  >  Nike, Inc.    NKE

NIKE, INC.

(NKE)
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NIKE, INC. : Other Events, Financial Statements and Exhibits (form 8-K)

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03/27/2020 | 03:48pm EDT

Item 8.01 Other Events

On March 27, 2020, NIKE, Inc. (the "Company") completed an underwritten public offering of $1,000,000,000 aggregate principal amount of 2.400% Notes due 2025, $1,000,000,000 aggregate principal amount of 2.750% Notes due 2027, $1,500,000,000 aggregate principal amount of 2.850% Notes due 2030, $1,000,000,000 aggregate principal amount of 3.250% Notes due 2040 and $1,500,000,000 aggregate principal amount of 3.375% Notes due 2050 (collectively, the "Notes"). The Notes were offered and sold under a prospectus supplement and related prospectus filed with the United States Securities and Exchange Commission pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-232770).

The terms of the Notes are governed by a base indenture, dated as of April 26, 2013 (the "Base Indenture"), by and between the Company and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), as supplemented by a fourth supplemental indenture, dated as of March 27, 2020 (the "Fourth Supplemental Indenture"), by and between the Company and the Trustee. An affiliate of the Trustee is a lender under the Company's committed credit facility. The Trustee and its affiliates have also in the past performed, and may continue to perform, cash management, counterparty, financial advisory or other services for the Company, for which they have received, or may receive, customary fees and commissions. Copies of the Base Indenture and the Fourth Supplemental Indenture, including the form of Notes, are attached as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

On March 25, 2020, the Company entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, relating to the sale by the Company of the Notes. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

Sullivan & Cromwell LLP and Ann M. Miller, Vice President, Corporate Secretary and Chief Ethics & Compliance Officer, have each opined on the validity of the Notes. The opinions of Sullivan & Cromwell LLP and Ann M. Miller, and their respective consents, are included as Exhibit 5.1 and Exhibit 5.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

 Exhibit
   No.                                         Exhibit

    1.1            Underwriting Agreement, dated March 25, 2020, by and among NIKE,
                 Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman
                 Sachs & Co. LLC and J.P. Morgan Securities LLC.

    4.1            Indenture dated as of April 26, 2013, by and between NIKE, Inc.
                 and Deutsche Bank Trust Company Americas, as trustee (incorporated
                 by reference to Exhibit 4.1 to the Company's Form 8-K filed
                 April 26, 2013).

    4.2            Fourth Supplemental Indenture, dated as of March 27, 2020, by and
                 between NIKE, Inc. and Deutsche Bank Trust Company Americas, as
                 trustee, including the form of 2.400% Notes due 2025, form of 2.750%
                 Notes due 2027, form of 2.850% Notes due 2030, form of 3.250% Notes
                 due 2040 and form of 3.375% Notes due 2050.

    5.1            Opinion of Sullivan & Cromwell LLP.

    5.2            Opinion of Ann M. Miller.

   23.1            Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).

   23.2            Consent of Ann M. Miller (included in Exhibit 5.2).

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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