Item 1.01 Entry into a Material Definitive Agreement
On May 6, 2022, ICF International, Inc. (the "Company" or "ICF") and its direct,
wholly owned subsidiary, ICF Consulting Group, Inc. (jointly the "Borrowers"),
entered into an Amended and Restated Credit Agreement (the "Restated Credit
Agreement") with a group of lenders (of which PNC Bank, National Association is
the Administrative Agent and PNC Capital Markets LLC, BOFA Securities, Inc., TD
Securities (USA) LLC, and Wells Fargo Securities, LLC and Citizens Bank, N.A.,
as joint lead arrangers (the "Credit Facility"). The Restated Credit Amendment
governs the Credit Facility and amends and restates in its entirety the Fifth
Amended and Restated Business Loan and Security Agreement, entered into on March
3, 2020 (as amended, the "Existing Loan Agreement" and as amended and restated
by the Restated Credit Agreement, the "Credit Agreement"). Capitalized terms not
defined herein shall have the meaning set forth in the Credit Agreement.
The Restated Credit Agreement amends and restates the Existing Loan Agreement to
include, among other things, (a) maintain the existing $600 million revolving
credit facility (together and inclusive of a $75 million swingline sublimit and
$100 million sublimit for letters of credit); (b) increase the existing term
loan facility from $200 million to $300 million; (c) provide for a new delayed
draw term loan facility of $400 million; (d) maintain the existing incremental
credit facility to make, subject to approval of the lenders' making such loans,
incremental term or revolving credit loan(s) in the aggregate principal amount
of not more than $300 million; (f) increase the maximum Consolidated Leverage
Ratio (the "Consolidated Leverage Ratio") from 4.00 to 1.00 to 4.50 to 1.00
(with temporary increases to 5.00 to 1.00 for the three fiscal quarters
following a "Material Permitted Acquisition"); (g) maintain the minimum
Consolidated Interest Coverage Ratio (the Consolidated Interest Coverage Ratio")
of 3.00 to 1.00; (h) increase the foreign currency debt limit in Euro and
Sterling Pounds from $30 million equivalent to $200 million equivalent; (i)
modify LIBOR based interest pricing conventions with SOFR based interest pricing
conventions; (j) extend the maturity date of the Credit Facility until May 6,
2027; (k) incorporate various provisions and conventions encouraged by the Loan
Syndication and Trade Association; and (l) modify certain definitions and
certain covenants.
Under the Restated Credit Agreement, the Company has the option to borrow funds
under the Credit Facility at interest rates based on both Term SOFR (1, 3, or
6-month tranches) and the Base Rate (as defined herein), at its discretion, plus
their applicable margins. The Base Rate is a fluctuating rate of interest equal
to the highest of (a) the Overnight Bank Funding Rate, plus 0.5%, (b) the Prime
Rate (as defined under the Credit Facility) and (c) the Daily Simple SOFR rate
plus 1%, all as then adjusted to include the Applicable Margin as then in affect
(and as determined pursuant to the then current Consolidated Leverage Ratio).
The Credit Facility is collateralized by substantially all the assets of the
Company and its material domestic subsidiaries and requires that the Company
remain in compliance with certain financial and non-financial covenants
including, but not limited to the Consolidated Leverage Ratio and the
Consolidated Interest Coverage Ratio. The Credit Facility also includes other
terms and conditions, covenants and other provisions of the Restated Credit
Agreement that are materially consistent with the current Credit Agreement.
The description of the Amended Loan Agreement is qualified in its entirety by
the full text of the Credit Agreement attached as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
--------------------------------------------------------------------------------
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
See Item 1.01 above, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Amended and Restated Agreement dated May 6, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses