the Company’s existing Third Amended and Restated Credit Agreement, dated as of December 5, 2019, as previously amended (the “Credit Agreement”) so that the closing of the transactions pursuant to the Purchase Agreement will not, in and of itself, constitute a Change in Control under the Credit Agreement.
Except as expressly modified by the Credit Agreement Amendment, the terms of the Credit Agreement remain unchanged and in full force and effect. The foregoing description of the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Receivables Purchase Agreement Amendment
On January 27, 2026, Kelly Receivables Funding, LLC, a wholly owned bankruptcy-remote subsidiary of the Company, as seller, and the Company, as servicer, entered into First Amended and Restated Receivables Purchase Agreement Amendment No. 5 (the “RPA Amendment”) with PNC Bank, National Association, in its various capacities, including as administrator and as purchaser agent for the PNC purchaser group. The RPA Amendment modifies the existing First Amended and Restated Receivables Purchase Agreement, dated as of December 5, 2016, as previously amended (the “RPA”) so that the closing of the transactions pursuant to the Purchase Agreement will not, in and of itself, constitute a Change in Control for purposes of the RPA.
Except as expressly modified by the RPA Amendment, the terms of the RPA remain unchanged and in full force and effect. The foregoing description of the RPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the RPA Amendment, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant. |
The information set forth in Item 1.01 above under the captions “Revolving Credit Facility Amendment” and “Receivables Purchase Agreement Amendment” is incorporated by reference in this Item 2.03.
| Item 3.03. |
Material Modification to Rights of Security Holders. |
On January 29, 2026, the Board approved Amendment No. 1 to Stockholder Rights Plan (the “Rights Plan Amendment”), which amends the Rights Plan. The Board approved the Rights Plan Amendment upon the recommendation of a transaction committee of the Board and pursuant to Section 27 of the Rights Plan, which permits amendments by action of the Board without approval of the holders of the rights, subject to limited exceptions.
The Rights Plan Amendment provides that Hunt will not be deemed an “Acquiring Person” solely by virtue of Hunt’s performance of the Share Purchase Agreement, dated January 9, 2026, between the Terence E. Adderley Revocable Trust K (“Trust K”) and Hunt, including Hunt’s acquisition of, or right to acquire, the shares contemplated thereby or the consummation of the sale of such shares (the “Transfer”), in each case so long as the Share Purchase Agreement, as originally entered on January 9, 2026, remains in full force and effect and has not been amended, modified, revised, or otherwise altered, except for any waiver of the conditions to closing set forth in Section 1.3 of such agreement. The Rights Plan Amendment further provides that Hunt will not be deemed an Acquiring Person by virtue of any subsequent purchase of shares of the Company’s Class B common stock, par value $1.00 per share, by Hunt or its affiliates that is made in accordance with the Agreement. Each of the foregoing transactions is referred to in the Rights Plan Amendment as a “Permitted Event.”
The Rights Plan Amendment also clarifies that no person shall be deemed to be, to become, or to have Beneficial Ownership of any securities by virtue of, or as a result of, any Permitted Event. In addition, the Rights Plan Amendment confirms that no “Distribution Time,” “Flip-in Event,” or “Stock Acquisition Date” will occur or be deemed to have occurred as a result of any Permitted Event.
The Rights Plan Amendment revises the Rights Plan to confirm that the Final Expiration Time remains the close of business on January 10, 2027, and to provide that the Expiration Time will also occur immediately prior to the Transfer, but only if the Transfer shall occur. The Rights Plan Amendment further states that all other provisions of the Rights Plan remain in full force and effect and that, in the event of any conflict between the Rights Plan Amendment and the Rights Plan, the Rights Plan Amendment controls.