8-KFiled Aug 18, 8:00 PM ET

Korn Ferry Enters A&R Credit Agreement; Draws $600M Term Loan

$KFY · KORN FERRY

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Korn Ferry Enters A&R Credit Agreement; Draws $600M Term Loan

What Happened

  • On August 18, 2026, Korn Ferry filed an 8-K reporting it entered into an Amended and Restated Credit Agreement (A&R Credit Agreement) with Wells Fargo Bank, N.A. as administrative agent and other lenders. The company drew the full $600 million senior secured Term Loan Facility on the Effective Date and maintained its existing $850 million senior secured revolving credit facility.
  • Also on August 18, 2026, Korn Ferry completed the redemption of all outstanding 4.625% Senior Notes due 2027, paying $400 million in cash (100% of principal) plus accrued interest; the Indenture has been satisfied and discharged.

Key Details

  • Effective date: August 18, 2026.
  • Term Loan Facility: $600 million (borrowed in full on the Effective Date).
  • Revolving credit: $850 million senior secured revolver remains in place.
  • Maturity: both term loan and revolver mature five years from the Effective Date.
  • Interest: borrowers’ election of Term SOFR + margin of 1.125%–2.00% (based on leverage) or base rate + margin of 0.125%–1.00% (based on leverage).
  • Security: obligations secured by substantially all assets of Korn Ferry and guarantor subsidiaries.
  • Use of proceeds: part funded the $400 million redemption of 4.625% notes due 2027 and related fees; remaining proceeds intended to help finance a portion of the previously announced acquisition of AMS and related fees.

Why It Matters

  • The transaction changes Korn Ferry’s debt mix and maturity profile: it eliminates $400M of unsecured 2027 notes and replaces/extends debt with a $600M secured term loan and a five‑year maturity for both facilities.
  • Interest costs will now be tied to SOFR or a base rate plus a margin that varies with leverage, and the new facilities are secured by substantially all company assets—factors that can affect borrowing cost and financial flexibility.
  • Proceeds are earmarked partly to support the company’s planned acquisition of AMS, so this financing is directly tied to near-term strategic activity announced by the company.
  • Investors should note the firm’s increased secured indebtedness and the removal of the 2027 note liability; the filing contains forward-looking statements about the acquisition and use of proceeds and discloses customary risks.