0001567094false00015670942025-03-242025-03-240001567094us-gaap:CommonStockMember2025-03-242025-03-240001567094cnhi:A3850NotesDue2027Member2025-03-242025-03-24
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): 3/24/2025
CNH INDUSTRIAL N.V.
(Exact name of registrant as specified in its charter)
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001-36085 |
98-1125413 |
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| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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Cranes Farm Road, Basildon, Essex, SS14 3AD, United Kingdom |
N/A |
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(Zip Code) |
+44 2079 251964
Registrant’s telephone number including area code
N/A
(Former name, former address and former fiscal year, 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:
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:
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common Shares, par value €0.01 |
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CNH |
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New York Stock Exchange |
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| 3.850% Notes due 2027 |
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CNH27 |
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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 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
On March 24, 2025, CNH Industrial N.V. (the “Company” or “CNH”) and Citibank Europe Plc, UK Branch as facility agent, agreed to extend the maturity date of the Company’s €3.25 billion credit facility to April 19, 2030 (the “Credit Agreement Amendment”).
The foregoing description of the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Credit Agreement Amendment, which is attached as Exhibit 10.1 and incorporated herein by reference.
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 under Item 1.01 is incorporated by reference into this Item 2.03. As of the date of the Credit Agreement, there are no borrowings outstanding under the Credit Agreement. CNH may from time to time borrow under the Credit Agreement and repay such borrowings.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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| Exhibit 10.1 |
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| Exhibit 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
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CNH INDUSTRIAL N.V. |
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By: |
/s/ Roberto Russo |
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Name: |
Roberto Russo |
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Title: |
Chief Legal and Compliance Officer |
| Date: March 28, 2025 |
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EX-10.1
2
exhibit101extensionlettera.htm
EX-10.1
Document
Exhibit 10.1
Citibank Europe plc, UK Branch
EMEA Loans Agency
Citigroup Centre
33 Canada Square
Canary Wharf
London
E14 5LB
Main tel: +44 (0)20 7500 5000
Direct tel: +44 (0)207 500 5580
Email: wai.lun.tang@citi.com
From: CITIBANK EUROPE PLC, UK BRANCH (the Facility Agent)
EMEA Loans Agency
Citigroup Centre
33 Canada Square Canary Wharf
London E14 5LB
United Kingdom
To: CNH INDUSTRIAL N.V. (the Company)
Cranes Farm Road
Basildon, Essex
SS14 3AD
United Kingdom
CC: The Banks
24 March 2025
Re: € 3.25 billion Revolving Credit Facility dated 19 April 2024, 12-month extension of the Termination Date
1.We refer to the credit agreement (the Agreement) dated 19 April 2024, between CNH Industrial N.V., Citibank Europe plc, UK Branch as Facility Agent, and the financial institutions defined therein as Banks, providing for a five-year €3.25 billion Revolving Credit Facility with a Termination Date on 19 April 2029 which may be extended pursuant to the two extension options of 1-year each, on the terms set forth in the Agreement.
2.We hereby confirm that the Banks have agreed to the Company’s request (the Initial Extension Request) that the Termination Date be extended for a period of 12 months (the First Extended Termination Date).
3.As of the date hereof, the First Extended Termination Date is on 19 April 2030 for the Total Commitments equal to €3.25 billion.
4.Terms defined in the Agreement shall bear the same meaning herein.
Yours faithfully,
Citibank Europe plc, UK Branch
Registered as a branch in the UK at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB. Registered number BR017844.
Authorised by the Central Bank of Ireland and by the Prudential Regulation Authority.
Subject to regulation by the Central bank of Ireland and limited regulation by the Financial Conduct Authority and the Prudential Regulation Authority.
Details about the extent of our authorisation and regulation by the Prudential Regulation Authority and regulation by the Financial Conduct Authority are available from us on request.
_/s/_ Amelia Papadopoulos _________________
For
CITIBANK EUROPE PLC, UK BRANCH
In its capacity as Facility Agent
Name: Amelia Papadopoulos
Title: Vice President
For acknowledgement and acceptance
_/s/ Andrea Paulis___________________________
For
CNH INDUSTRIAL N.V.
Name: Andrea Paulis
Title: Authorized Signatory
Citibank Europe plc, UK Branch
Registered as a branch in the UK at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB. Registered number BR017844.
Authorised by the Central Bank of Ireland and by the Prudential Regulation Authority.
Subject to regulation by the Central bank of Ireland and limited regulation by the Financial Conduct Authority and the Prudential Regulation Authority.
Details about the extent of our authorisation and regulation by the Prudential Regulation Authority and regulation by the Financial Conduct Authority are available from us on request.
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