C. H. ROBINSON WORLDWIDE, INC. (CHRW): debt financing — C.H. Robinson amends $1B credit facility: maturity extended to 2027, margins reduced, ESG KPIs added

On November 21, 2022, the Company also entered into an amendment (the “NPA Amendment”) to its existing note purchase agreement with certain purchasers, as previously amended (as amended by the NPA Amendment, the “Note Purchase Agreement”).

On November 21, 2022, C.H. Robinson Worldwide, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its existing $1 billion credit agreement with a group of lenders led by U.S. Bank National Association (as previously amended, the “Existing Credit Agreement”, and as amended by the Amendment, the “Credit Agreement”).

On November 17, 2022, the Company’s Board of Directors approved and adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately, to provide that stockholder nominations of director candidates will be null and void where, unless otherwise required by law, any stockholder provides notice pursuant to Rule 14a-19 (the “Universal Proxy Rule”) under the Securities Exchange Act of 1934, as amended, and subsequently (i) notifies the Company that such stockholder no longer intends to solicit proxies in support of director nominees other than the Company’s director nominees in accordance with the Universal Proxy Rule or (ii) fails to comply with the Universal Proxy Rule.

On November 21, 2022, the Company also entered into an amendment (the “NPA Amendment”) to its existing note purchase agreement with certain purchasers, as previously amended (as amended by the NPA Amendment, the “Note Purchase Agreement”). The NPA Amendment primarily makes conforming changes to covenants set forth above in the Credit Agreement after giving effect to the Amendment, including increasing the amount of qualified securitization financing permitted to be incurred to $750 million and revisions to the leverage ratio calculation as set forth above.

On November 21, 2022, C.H. Robinson Worldwide, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its existing $1 billion credit agreement with a group of lenders led by U.S. Bank National Association (as previously amended, the “Existing Credit Agreement”, and as amended by the Amendment, the “Credit Agreement”). The Amendment, among other things, (i) extends the maturity date of the revolving credit facility under the Existing Credit Agreement from October 24, 2023 to November 19, 2027, (ii) provides a benchmark replacement for LIBOR with Term SOFR for borrowings in U.S. dollars and certain other benchmark replacements for other currencies, (iii) increases certain thresholds for cross-defaults to material indebtedness, (l) increases the default threshold for judgments and certain ERISA events from $75 million to $125 million, (iv) increases the amount of permitted Receivables Transaction Attributed Indebtedness from $500 million to $750 million, (v) includes an ESG A