Item 1.01. Entry into a Material Definitive Agreement.
On April 13, 2021, AECOM (the "Company") entered into that certain Amendment
No. 10 to Credit Agreement (Incremental Term B Facility) (the "Amendment"), by
and among Company, each guarantor party thereto, the lenders party thereto (the
"Lenders") and Bank of America, N.A. as administrative agent (the
"Administrative Agent"), amending that certain Syndicated Facility Agreement,
dated as of October 17, 2014, by and among the Company, the other borrowers
(together with the Company, the "Borrowers") and guarantors from time to time
party thereto, the lenders from time to time party thereto, and the
Administrative Agent (as amended, amended and restated, supplemented or
otherwise modified prior to the date hereof, the "Existing Credit Agreement" and
as amended by the Amendment, the "Credit Agreement"), pursuant to which the
Lenders have provided a secured term "B" credit facility (the "Term B Facility")
to the Company in an aggregate principal amount of $700,000,000. The Term B
Facility matures on April 13, 2028. The proceeds of the Term B Facility were
used to fund a portion of the Purchase Price (as defined below) and fees and
expenses in connection with the Company's previously announced cash tender offer
(the "Tender Offer") to purchase up to $700,000,000 aggregate purchase price
(not including any accrued and unpaid interest) of the Company's outstanding
5.875% Senior Notes due 2024 (the "Notes").
The Term B Facility is subject to the same affirmative and negative covenants
and events of default as the existing term loans previously incurred pursuant to
the Existing Credit Agreement (except that the financial covenants in the
Existing Credit Agreement do not apply to the Term B Facility). The applicable
interest rate for the Term B Facility is calculated at a per annum rate equal
to, at the Company's option, (a) the Eurocurrency Rate (as defined in the Credit
Agreement) plus 1.75% or (b) the Base Rate (as defined in the Credit Agreement)
plus 0.75%.
The Term B Facility is guaranteed by the same subsidiaries of the Company (the
"Guarantors") that have guaranteed the obligations of the Company under the
Existing Credit Agreement, and the Company's obligations under the Term B
Facility are secured by a lien on substantially all of the assets of the Company
and the Guarantors, subject to certain exceptions. The foregoing description of
the Amendment does not purport to be complete and is qualified in its entirety
by reference to the full text of the Amendment, a copy of which is attached as
Exhibit 10.1 hereto.
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.
Item 8.01. Other Events.
The Company also announced that as of April 13, 2021, it had accepted and
purchased $607,940,000 aggregate principal amount of the Notes in connection
with the Tender Offer. Holders of Notes that were validly tendered and not
validly withdrawn on or prior to 5:00 p.m., New York City time on April 6, 2021
received the total consideration of $1,146.25 per $1,000 of principal amount of
Notes tendered and accepted for purchase, plus accrued and unpaid interest from
the last date on which interest had been paid to, but excluding, April 13, 2021.
The aggregate purchase price paid by the Company was $696,851,225 (the "Purchase
Price"), plus accrued and unpaid interest. The amounts paid were funded using
the proceeds from Term B Facility and cash on hand.
As previously announced, as of April 6, 2021, the Company had received the
requisite consents to amend certain provisions of that certain indenture, dated
as of October 6, 2014 (as amended prior to the date hereof, the "Indenture"), by
and among the Company (formerly AECOM Technology Corporation), the Guarantors
and U.S. Bank National Association, as trustee (the "Trustee"), which governs
the Notes, and accordingly, on April 6, 2021, as previously disclosed on the
Company's Form 8-K filed April 7, 2021, the Company, the Guarantors and the
Trustee executed and delivered a supplemental indenture to the Notes (the
"Supplemental Indenture"), which became effective on April 6, 2021. Subject to
the terms of the Offer to Purchase and Consent Solicitation Statement, dated as
of March 24, 2021 (as amended, the "Offer to Purchase and Consent Solicitation
Statement"), the Supplemental Indenture became operative on April 13, 2021, upon
the Company's acceptance of the Notes for purchase and payment therefor.
This Current Report on Form 8-K does not constitute an offer to purchase nor a
solicitation of an offer to sell any Notes in the Tender Offer. The Tender Offer
and the Consent Solicitation are only being made pursuant to the Offer to
Purchase and Consent Solicitation Statement. The Tender Offer and the Consent
Solicitation are not being made to holders of Notes in any state or jurisdiction
in which the making or acceptance thereof would be unlawful under the securities
laws of any such jurisdiction.
A copy of the press release announcing the acceptance and purchase of the Notes
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Amendment No. 10 to Credit Agreement (Incremental Term B
Facility), dated as of April 13, 2021, by and among the Company,
each guarantor party thereto, the lenders party thereto and Bank of
America, N.A., as administrative agent.
99.1 Press Release issued by the Company on April 13, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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