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.