Item 1.01 Entry into a Material Definitive Agreement

On January 13, 2020, ICF International, Inc. (the "Company"), by and through its wholly-owned subsidiary, ICF Incorporated, L.L.C., a Delaware limited liability company, ("ICF Incorporated"), entered into an Equity Purchase Agreement (the "Purchase Agreement") by and among ICF Incorporated, L.L.C., Incentive Technology Group, LLC, a Virginia limited liability company ("ITG"), Project Lucky Holdings, LLC, a Delaware limited liability company and parent company of ITG ("Lucky"), and Shadi Michelle Branch and Adam Branch ("Equity Holders"). By the terms of the Purchase Agreement, which contains customary representations and warranties, ICF Incorporated will acquire 100% of the membership interests in ITG (the "Acquisition"), which will become a wholly-owned subsidiary of ICF Incorporated and an indirect subsidiary of the Company. The Company will pay a base purchase price of US$255 million (the "Purchase Price") in cash payable to Lucky, which will distribute the proceeds to the Equity Holders, (subject to adjustment as provided in the Purchase Agreement).

At the closing of the Acquisition, the Company will (i) hold back US$2.0 million of the Purchase Price for any applicable post-closing and working capital adjustments to the Purchase Price; and (ii) place US$956,250 of the Purchase Price into an escrow account for potential indemnification claims relating to breaches of representations, warranties or covenants.

The completion of the Acquisition is subject to certain conditions including, among others, (i) the expiration or termination of the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR"); (ii) subject to certain materiality exceptions, the representations and warranties made by ICF Incorporated, ITG, Lucky and the Equity Holders, respectively, being true and correct; and (iii) ICF Incorporated, ITG, Lucky and the Equity Holders being in compliance in all material respects with their respective Purchase Agreement obligations.

The Company and Lucky may terminate the Purchase Agreement upon mutual written agreement, or any party may terminate the Purchase Agreement if: (1) the other party materially violates or breaches any covenant, representation or warranty contained in the Purchase Agreement that has prevented the satisfaction of any closing condition and such violation or breach has not been cured or waived within ten (10) days after receipt of written notice; provided, however, that failure of the closing to occur on the date specified, or failure of the Company to deliver the closing consideration, is not subject to cure unless agreed to in writing by the Equity Holders, or (2) the Acquisition has not closed on or before February 28, 2020.

The Purchase Price will be funded through the Company's bank credit facility.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which will be filed as an exhibit by an amendment to this Current Report on Form 8-K.

Cautionary Note Regarding the Purchase Agreement

The Purchase Agreement will provide investors and security holders with information regarding its terms and conditions and is not intended to provide any factual information about the Company or Lucky. In particular, the assertions embodied in the representations and warranties contained in the Purchase Agreement are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with the signing of the Purchase Agreement. Moreover, certain representations and warranties in the Purchase Agreement were used for the purpose of allocating risk, rather than establishing matters as facts. Accordingly, investors and security holders should not rely on the representations and warranties in the Purchase Agreement as characterizations of the actual state of facts, since they were made only as of the date of the Purchase Agreement and are modified in important part by the underlying confidential disclosure schedules. In addition, the representations and warranties and other terms of the Purchase Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.


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Cautionary Statements

This filing and the exhibit attached hereto contain forward-looking statements that involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of the Company and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including the expected benefits and costs of the Acquisition.

Item 7.01 Regulation FD Disclosure

On January 13, 2020, the Company issued a press release announcing the signing of the Purchase Agreement and that it will host an investor meeting to discuss the Purchase Agreement and the Acquisition on January 13, 2020 at 4:45 p.m. ET. The meeting will be carried live via webcast, and instructions on how to participate in the webcast are contained in the press release, a copy of which is attached hereto as Exhibit 99.1. Also attached as Exhibit 99.2 is a copy of the Investor Presentation which will be available on the Company's website in conjunction with the investor meeting.

Neither the information in 7.01 of this Current Report on Form 8-K, nor the information in the press release or the Investor Presentation, shall be deemed "filed" for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are being furnished with this Current Report on Form 8-K:





Exhibit No. Description

10.1          Purchase Agreement dated January 13, 2020*
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

* Scheduled and similar attachments to the Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

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