Coupang Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$CPNG
Catalog/Specialty Distribution
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On June 2, 2025, Coupang, Inc. (the “Company”), JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto entered into a five-year revolving credit agreement (the “Credit Agreement”). The Credit Agreement replaces the Company’s prior revolving credit and guaranty agreement entered into by the Company, JPMorgan Chase Bank, N.A., and other lenders on February 27, 2021, which was terminated in connection with the entry into the new facility. The Credit Agreement provides Coupang and certain of its subsidiaries with a syndicated, unsecured revolving credit facility with a total borrowing capacity of up to $1.5 billion.
The term of the Credit Agreement is five years, but it may be extended on up to two occasions for additional one-year terms if approved by the lenders.
Borrowings under the Credit Agreement will be used for working capital and other general corporate purposes of Coupang and its subsidiaries.
The interest rate applicable to outstanding borrowings under the Credit Agreement is, at the Company’s election and depending on the currency and type of loan, based on the applicable benchmark rate (including Term SOFR, EURIBOR, HIBOR, TIBOR, or SONIA) plus an applicable margin ranging from 0.75% to 1.25% (for term benchmark and RFR loans), depending on the Company’s debt ratings. The applicable margin for alternate base rate loans ranges from 0.00% to 0.25%. The commitment fee on the unused portion of the facility ranges from 0.065% to 0.175%, also based on the Company’s debt ratings.
The Credit Agreement contains customary representations and warranties, affirmative and negative covenants (including a maximum leverage ratio financial covenant), and events of default. Upon an event of default that is not cured within applicable grace periods or waived, any unpaid amounts under the Credit Agreement may be declared immediately due and payable and the commitments may be terminated.
The foregoing description of the Credit Agreement is qualified in its entirety by the terms of the agreement, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth above in Item 1.01 is hereby incorporated into this item 1.02 by reference.
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 above in Item 1.01 is hereby incorporated into this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description of Exhibit | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||
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.
| COUPANG, INC. (REGISTRANT) | |||||
| By: | /s/ Harold Rogers | ||||
| Harold Rogers | |||||
| General Counsel and Chief Administrative Officer | |||||
Dated: June 5, 2025