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NYSE: KFY KORN FERRY 8-K

Korn Ferry borrows $600M senior secured term loan to fund AMS acquisition and redeem $400M senior notes, secured by a first-priority lien on substantially all assets of the borrower and guarantors.

Filed August 19, 2026 · Period ending August 18, 2026 · ~1 min read

4 key changes 2 high relevance 3 sections

Key Changes

  • high

    Borrowed $600M senior secured term loan and extended $850M revolver to five years; proceeds fund AMS acquisition and debt redemption, secured by a first-priority lien on substantially all assets of the borrower and guarantors.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
  • high

    Redeemed all $400M of 4.625% Senior Notes due 2027 at par plus accrued interest, funded by term loan proceeds.

    Item 8.01 — Other Events verify on EDGAR →
  • medium

    Term loan and revolver bear interest at Term SOFR plus 1.125%–2.00% or base rate plus 0.125%–1.00%, margin tied to leverage ratio.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
  • medium

    Facilities secured by substantially all assets of Korn Ferry and guarantor subsidiaries.

    Item 2.03 — Creation of a Direct Financial Obligation verify on EDGAR →

Summary

Korn Ferry amended and restated its credit agreement on August 18, 2026, adding a $600 million senior secured term loan facility while extending its existing $850 million revolver. Both facilities now mature in five years. The company immediately drew the full term loan amount and used part of the proceeds to redeem all $400 million of its 4.625% Senior Notes due 2027 at par.

The balance will fund a portion of the purchase price for the previously announced acquisition of AMS and related transaction costs. The refinancing swaps fixed-rate debt for floating-rate secured credit facilities. Interest on the new facilities ranges from Term SOFR plus 1.125%–2.00% (or base rate plus 0.125%–1.00%), with the margin determined by Korn Ferry's consolidated net leverage ratio.

The facilities are secured by substantially all company assets. For retail holders, the key question is whether the AMS acquisition generates returns that justify the increased secured debt load and exposure to rising rates if leverage climbs, secured by a first-priority lien on substantially all assets of the borrower and guarantors.

Section-by-Section Diff

Event · Item 2.03 — Creation of a Direct Financial Obligation

~50 words

Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).

1 Added
Added Item 2.03 — direct financial obligation (cross-ref) medium

Added in current filing · verify on EDGAR →

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.

The 8-K includes a labeled Item 2.03 section. Its body incorporates the primary Item (typically 1.01) by reference rather than restating terms — do not treat that thinness as 'Item 2.03 absent.' The company is signaling creation of a direct financial obligation alongside the agreement disclosure; keep Item 2.03 visible in the report.

Event · Item 1.01 — Entry into a Material Definitive Agreement

~600 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

1 Added
Added Use of proceeds high

Added in current filing · verify on EDGAR →

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.

Korn Ferry drew the full $600 million senior secured term loan on August 18, 2026. Part of the proceeds funded a debt redemption and related fees, while the balance will finance a portion of the purchase price for the previously announced acquisition of AMS and associated transaction costs, secured by a first-priority lien on substantially all assets of the borrower and guarantors.

Event · Item 8.01 — Other Events

~500 words

Item 8.01 — Other Events filed; see Key Changes for terms.

1 Added
Added Debt redemption high

Added in current filing · verify on EDGAR →

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.

Korn Ferry redeemed all $400 million of its 4.625% Senior Notes due 2027 at par (100% of principal) plus accrued interest. The redemption was funded with proceeds from a term loan facility. Following this transaction, none of the notes remain outstanding and the indenture governing them has been satisfied and discharged. Note: these figures were previously disclosed in the company's Aug 6, 2026 8-K.

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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 20, 2026 · How we verify