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  4. [8-K] KORN FERRY Reports Material Event

Korn Ferry (NYSE: KFY) raises term loan to redeem notes and back AMS deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Korn Ferry (KFY) entered into an Amended and Restated Credit Agreement with Wells Fargo Bank and other lenders effective August 18, 2026. The agreement establishes a new $600 million senior secured term loan facility and continues the existing $850 million senior secured revolving credit facility, with both facilities maturing five years from the effective date and secured by substantially all assets of Korn Ferry and its guarantor subsidiaries.

Borrowings under the facilities bear interest, at Korn Ferry’s election, at Term SOFR plus 1.125%–2.00% per year or base rate plus 0.125%–1.00%, in each case depending on the consolidated net leverage ratio. Korn Ferry drew the full $600 million term loan on the effective date, using part of the proceeds to redeem all of its outstanding 4.625% Senior Notes due 2027, totaling $400 million, at 100% of principal plus accrued interest, and to pay related fees and expenses. The remaining proceeds are intended to finance a portion of the purchase price for Korn Ferry’s pending acquisition of AMS and related transaction costs.

Positive

  • None.

Negative

  • None.

Filing Explained

On August 18, 2026, Korn Ferry completed the cash redemption of its entire $400 million 4.625% Senior Notes due 2027 after the stated condition was satisfied; none remain outstanding, and the related indenture was satisfied and discharged.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Term Loan Facility $600 million Principal amount of new senior secured term loan facility under the amended credit agreement
Revolving Credit Facility $850 million Size of existing senior secured revolving credit facility continued under the amended agreement
Facility Maturity 5 years Term loan and revolving credit facilities mature five years from August 18, 2026
Term SOFR Margin Range 1.125%–2.00% per annum Interest margin over Term SOFR based on consolidated net leverage ratio
Base Rate Margin Range 0.125%–1.00% per annum Interest margin over base rate based on consolidated net leverage ratio
Redeemed Senior Notes $400 million Entire outstanding principal amount of 4.625% Senior Notes due 2027 redeemed in cash
Senior Notes Coupon 4.625% Interest rate on the redeemed Senior Notes due 2027
Amended and Restated Credit Agreement financial
"entered into an amended and restated credit agreement (the “A&R Credit Agreement”)"
An amended and restated credit agreement is a company’s original loan contract that has been updated and replaced by a single new document incorporating all changes. Think of it like refinancing and rewriting a mortgage so new payment schedules, interest rates, borrowing limits, or borrower obligations are combined into one clear contract. Investors care because those new terms change a company’s cash flow, borrowing flexibility and default risk, which can affect creditworthiness and share value.
senior secured term loan facility financial
"provide for a $600 million senior secured term loan facility (the “Term Loan Facility”)"
A senior secured term loan facility is a type of borrowed money that a company takes out, which is backed by its valuable assets like property or equipment. Because it is secured by these assets and ranks higher in repayment priority, it is considered safer for lenders and typically offers lower interest rates. For investors, it provides a relatively stable and priority claim on the company's assets if it encounters financial difficulties.
revolving credit facility financial
"continue the Company’s existing $850 million senior secured revolving credit facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
Term SOFR financial
"bear interest at a rate equal to, at the Company’s election, either Term SOFR, plus"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
Redemption financial
"for the redemption (the “Redemption”) of all of its outstanding 4.625% Senior Notes"
Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.
Indenture financial
"the Notes, which were issued pursuant to an indenture, dated as of December 16, 2019"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

FAQ

What new credit facilities did Korn Ferry (KFY) enter into on August 18, 2026?
Korn Ferry entered into an Amended and Restated Credit Agreement that provides a $600 million senior secured term loan facility and continues its existing $850 million senior secured revolving credit facility, each maturing five years from the effective date and secured by substantially all company and guarantor assets.

How will Korn Ferry (KFY) use the proceeds from its $600 million term loan facility?
Korn Ferry used part of the $600 million term loan to redeem its $400 million 4.625% Senior Notes due 2027 and pay related fees. It intends to use the remaining proceeds to finance a portion of the purchase price for its pending AMS acquisition and related transaction costs.

What interest rates apply to Korn Ferry’s new credit facilities under the amended agreement?
Borrowings bear interest at either Term SOFR plus 1.125%–2.00% per annum or base rate plus 0.125%–1.00%, at Korn Ferry’s election. The applicable margin in each case depends on Korn Ferry’s consolidated net leverage ratio under the credit agreement.

What happened to Korn Ferry’s 4.625% Senior Notes due 2027 (KFY)?
Korn Ferry completed the redemption of its entire outstanding principal amount of $400 million 4.625% Senior Notes due 2027 on August 18, 2026. The notes were redeemed in cash at 100% of principal plus accrued and unpaid interest, and the related indenture was satisfied and discharged.

What is the maturity of Korn Ferry’s term loan and revolving credit facilities under the new agreement?
Both the $600 million term loan facility and the $850 million revolving credit facility now have a maturity date set at five years from August 18, 2026. This unified maturity applies to borrowings under the Amended and Restated Credit Agreement.

How are Korn Ferry’s obligations under the amended credit agreement secured?
Obligations under the Amended and Restated Credit Agreement are secured by substantially all assets of Korn Ferry and its subsidiary guarantors. This security package supports both the $600 million senior secured term loan facility and the $850 million senior secured revolving credit facility.

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Understanding 8-K Material Events →
false 0000056679 0000056679 2026-08-18 2026-08-18
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 18, 2026

 

 

KORN FERRY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-14505   95-2623879

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

1900 Avenue of the Stars, Suite 1225

Los Angeles, California 90067

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (310) 552-1834

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

  

Trading

Symbol(s)

  

Name of Each Exchange

on Which Registered

Common Stock, par value $0.01 per share   KFY   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 1.01

Entry into a Material Definitive Agreement.

On August 18, 2026 (the “Effective Date”), Korn Ferry (the “Company”) entered into an amended and restated credit agreement (the “A&R Credit Agreement”) with Wells Fargo Bank, National Association as administrative agent, and other lender parties thereto, which amends and restates in its entirety the Company’s credit agreement, dated July 1, 2025 (as amended prior to the Effective Date, the “Existing Credit Agreement”), among the Company, the lenders party thereto and Wells Fargo Bank, National Association as administrative agent. The A&R Credit Agreement amends and restates the Existing Credit Agreement to, among other things, (i) provide for a $600 million senior secured term loan facility (the “Term Loan Facility”), (ii) continue the Company’s existing $850 million senior secured revolving credit facility, and (iii) set the maturity of the term loan and revolving credit facilities to five years from the Effective Date. The obligations under the A&R Credit Agreement are secured by substantially all of the assets of the Company and those of its subsidiaries that are guarantors under the A&R Credit Agreement.

Amounts outstanding under the A&R Credit Agreement will bear interest at a rate equal to, at the Company’s election, either Term SOFR, plus an interest rate margin between 1.125% per annum and 2.00% per annum, depending on the Company’s consolidated net leverage ratio, or base rate plus an interest rate margin between 0.125% per annum and 1.00% per annum, depending on the Company’s consolidated net leverage ratio.

In connection with its entry into the A&R Credit Agreement, the Company borrowed the full principal amount of the Term Loan Facility on the Effective Date, and paid expenses and fees in connection therewith. The Company used part of the proceeds of the Term Loan Facility to fund the Redemption (as defined below) and to pay fees, commissions and expenses incurred in connection with the Redemption and the A&R Credit Agreement. The Company intends to use the balance of the proceeds to finance a portion of the purchase price for the Company’s previously announced pending acquisition of AMS (the “Acquisition”) and to pay fees, commissions and expenses incurred in connection with the Acquisition.

The financial institutions that are party to the A&R Credit Agreement, and their respective affiliates, are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage, and other financial and non-financial activities and services. Certain of these financial institutions and their respective affiliates were party to the Company’s Existing Credit Agreement, and/or have provided, and may in the future provide, a variety of these services to the Company and to persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses.

A copy of the A&R Credit Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description is qualified in its entirety by reference to the A&R Credit Agreement.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under “Item 1.01—Entry into a Material Definitive Agreement” is incorporated herein by reference.

 

Item 8.01

Other Events.

As previously reported, on August 6, 2026, the Company issued a conditional notice of redemption for the redemption (the “Redemption”) of all of its outstanding 4.625% Senior Notes due 2027 (CUSIP Nos. 50067P AA7/U5007Q AA9) (the “Notes”), which were issued pursuant to an indenture, dated as of December 16, 2019 (the “Indenture”), among the Company, the guarantors party thereto, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee.

On August 18, 2026, the condition to the Redemption was satisfied and the Company completed the Redemption of the entire outstanding principal amount of the Notes, or $400 million, in cash, at a redemption price equal to 100% of the outstanding principal amount of the Notes, together with accrued and unpaid interest up to but not including the redemption date. The Company funded the Redemption with the proceeds of the Term Loan Facility. Following the Redemption, none of the Notes remain outstanding and the Indenture has been satisfied and discharged in accordance with its terms.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “may,” “plan,” “will” or other similar expressions.

Such forward-looking statements include, but are not limited to, statements relating to the anticipated use of proceeds of the Term Loan Facility and the consummation or timing of the Company’s previously announced acquisition of AMS or the satisfaction of the conditions related thereto. These forward-looking statements are based on management’s current expectations and assumptions and a number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. Such risks and uncertainties, many of which are outside of the control of the Company, include, but are not limited to: the ability of the Company to satisfy the conditions to, and to consummate, such acquisition, and other risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission by the Company. The Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit 10.1    Amended and Restated Credit Agreement, dated August 18, 2026, by and among Korn Ferry, Wells Fargo Bank, National Association as administrative agent, and other lender parties thereto.*
104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

 

*

Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    KORN FERRY
    (Registrant)
Date: August 19, 2026    

/s/ Robert P. Rozek

    (Signature)
    Name:   Robert P. Rozek
    Title:   Executive Vice President, Chief Financial Officer and Chief Corporate Officer

Source: View Original Filing on SEC EDGAR

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