Item 1.01
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Entry into a Material Definitive Agreement.
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Underwriting Agreement
On April 9, 2018, C.H. Robinson Worldwide, Inc., a Delaware corporation (the
Company
), entered into an Underwriting
Agreement (the
Underwriting Agreement
) with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and U.S. Bancorp Investments, Inc., as representatives of the several underwriters set forth in
Schedule A to the Underwriting Agreement, providing for the issuance and sale by the Company of $600,000,000 aggregate principal amount of its 4.200% Notes due 2028 (the
Notes
). The issuance and sale of the Notes, as contemplated
by the Underwriting Agreement, was completed on April 11, 2018.
The Underwriting Agreement contains representations and warranties
and covenants that are customary for transactions of this type. In addition, the Company has agreed to indemnify the underwriters against certain liabilities on customary terms.
Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial
dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. In particular, certain of the underwriters or their affiliates
are lenders under the Companys revolving credit facility and, accordingly, they may receive a portion of the net proceeds from the offering of the Notes from the application thereof to repay a portion of such credit facility.
Base Indenture
On April 11,
2018, in connection with the issuance and sale of the Notes, the Company entered into an Indenture (the
Base Indenture
) with U.S. Bank National Association, as Trustee (the
Trustee
). The Base Indenture permits
the Company to issue debt securities from time to time.
The Base Indenture contains representations and warranties and covenants that are
customary for open-ended indentures of this type. In addition, the Company has agreed to indemnify the Trustee against certain liabilities on customary terms.
The Trustee and its affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the
ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.
First Supplemental Indenture and Notes
On April 11, 2018, in connection with the issuance and sale of the Notes, the Company entered into a First Supplemental Indenture to the
Base Indenture (the
Supplemental Indenture
and together with the Base Indenture, the
Indenture
) with the Trustee. The Supplemental Indenture sets forth the terms of, and provides for the issuance of, the Notes.
A form of the Notes is included within the Supplemental Indenture.
The Notes were issued pursuant to the Indenture on April 11,
2018. The stated maturity for the Notes is April 15, 2028. The Notes bear interest at 4.200% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning October 15, 2018. The Notes are
senior unsecured obligations of the Company and will rank equally with the Companys other unsecured and unsubordinated debt from time to time outstanding.
The Company may redeem the Notes, in whole or in part, at any time and from time to time prior to their maturity at the applicable redemption
prices described in the Notes. Upon the occurrence of a change of control triggering event as defined in the Notes (generally, a change of control of the Company accompanied by a reduction in the credit rating for the Notes), the Company
will generally be required to make an offer to repurchase the Notes from holders at 101% of their principal amount plus accrued and unpaid interest to the date of repurchase.
The Indenture contains covenants imposing certain limitations on the ability of the Company to incur liens or enter into sales and leaseback
transactions. It also provides for customary events of default (subject in certain cases to customary grace and cure periods), which include among other things nonpayment, breach of covenants in the Indenture and certain events of bankruptcy and
insolvency. If an event of default occurs and is continuing with respect to the Notes, the Trustee or holders of at least 25% in principal amount outstanding of the Notes may declare the principal and the accrued and unpaid interest, if any, on all
of the outstanding Notes to be due and payable. These covenants and events of default are subject to a number of important qualifications, limitations and exceptions that are described in the Indenture.
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Copies of the Underwriting Agreement, the Base Indenture, the Supplemental Indenture, and the form of the Notes are attached hereto as
exhibits and are expressly incorporated by reference herein and into the Registration Statement described below. The foregoing descriptions are qualified in their entirety by reference to the actual terms of the Underwriting Agreement, the Base
Indenture, the Supplemental Indenture, and the Notes.
The foregoing descriptions and the copies of these agreements have been included to
provide information regarding the terms of the agreements. They are not intended to provide any other factual information about the Company. In particular, investors should not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates.