Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 1.01. Entry into a Material Definitive Agreement. On July 31, 2026, Yum China Holdings, Inc. (the “Company”) entered into a Bridge Credit Agreement (the “Credit Agreement”) with HSBC Bank USA, National Association and Citibank N.A., Hong Kong Branch, as lenders, and HSBC Bank USA, National Association, as administrative agent.…
Filed Aug 6, 2026Accepted Aug 6, 2026, 6:01 AM EDTCIK 1673358Accession 0001193125-26-336485
Yum China is the largest restaurant company in China with a mission to make every life taste beautiful. The Company operates over 19,000 restaurants under six brands across over 2,700 cities in China. KFC and Pizza Hut are the leading brands in the quick-service and casual dining restaurant spaces in China, respectively. The Pizza Hut brand in Mainland China is now owned by Yum China. In addition, Yum China has partnered with Lavazza to develop the Lavazza coffee concept in China. Little Sheep and Huang Ji Huang specialize in Chinese cuisine. Taco Bell offers innovative Mexican-inspired food. Yum China has a world-class, digitalized supply chain, which includes an extensive network of logistics centers nationwide and an in-house supply chain management system. Its strong digital capabilities and loyalty program enable the Company to reach customers faster and serve them better. Yum China is a Fortune 500 company with the vision to be the world’s most innovative pioneer in the restaurant industry. For more information, please visit https://ir.yumchina.com/.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On July 31, 2026, Yum China Holdings, Inc. (the “Company”) entered into a Bridge Credit Agreement (the “Credit Agreement”) with HSBC Bank USA, National Association and Citibank N.A., Hong Kong Branch, as lenders, and HSBC Bank USA, National Association, as administrative agent.
The Credit Agreement provides for a senior unsecured term loan facility with aggregate commitments of CNH8,400,000,000, under which the Company may borrow up to that amount in a single drawing (the borrowing so funded, the “Term Loan”) during an availability period ending on the earliest of (i) November 16, 2026, (ii) the closing of the Acquisition (as defined below), (iii) the termination of the commitments by the Company and (iv) certain termination events relating to the Purchase Agreement (as defined below). The Term Loan will have an initial maturity date of 180 days after the date of funding of the Term Loan. The maturity date may be extended under certain conditions one or more times, in each case for one or three months, at the election of the Company, to a date not later than 364 days after the date of funding of the Term Loan.
Proceeds of the Term Loan are available for use by the Company to (i) finance the transactions contemplated by that certain Membership Interest Purchase Agreement, dated as of June 16, 2026 (together with all exhibits, schedules and other attachments thereto, the “Purchase Agreement”), between the Company and Yum! Brands, Inc. (the acquisition contemplated thereby, the “Acquisition”) and/or (ii) pay all fees, costs and expenses related to the Acquisition (including, without limitation, any interest on the Term Loan).
Borrowings under the Credit Agreement will bear interest at a rate based on the CNH Hong Kong Interbank Offered Rate (CNH HIBOR), plus an applicable margin. Interest is payable either monthly or quarterly in arrears. The estimated interest per annum is approximately 2%. Overdue amounts bear interest at a rate per annum equal to 2% above the otherwise applicable rate.
Voluntary prepayments of the Term Loan are permitted without premium or penalty, subject to customary breakage costs (if applicable). Subject to specified exceptions, the Company is required to prepay the Term Loan (or reduce the commitments) with the net cash proceeds of certain asset sales involving the target of the Acquisition, its equity interests or its assets, to use commercially reasonable efforts to prepay the Term Loan (or reduce the commitments) with the net cash proceeds of certain debt and equity issuances, and to prepay the Term Loan upon certain dual delisting or consecutive trading suspension events relating to the Company's publicly traded shares.
The Credit Agreement contains affirmative and negative covenants usual and customary for such senior unsecured credit agreements, including an interest coverage ratio test of not less than 3.00 and a consolidated leverage ratio test of not greater than 2.50, in each case tested quarterly beginning with the first full fiscal quarter ending after the date of the funding of the Term Loan. The negative covenants include restrictions on the ability of the Company and certain of its subsidiaries to grant liens and enter into certain transactions resulting in fundamental changes, such as mergers or sales of all or substantially all of their assets.
The Credit Agreement also contains customary events of default, subject to grace periods, as appropriate. Upon certain continuing events of default, the commitments may be terminated and the Term Loan and other obligations under the Credit Agreement may be accelerated. Certain bankruptcy and insolvency events involving the Company result in the automatic termination of the commitments and acceleration of the obligations.
This description of the Credit Agreement is a summary only and is qualified in its entirety by the terms of the Credit Agreement. A copy of the Credit Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
In addition to the Credit Agreement, the Company maintains other banking relationships with the lenders and their affiliates.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
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 in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.