Item 1.01. Entry into a Material Definitive Agreement.
Amended Peraton Credit Agreements
On May 6, 2021, Peraton Holding Corp. ("Peraton Holding") and certain of its
existing and post-closing wholly owned subsidiaries, including Peraton Corp.,
Peraton Inc. and the Company entered into (i) Amendment No. 2 (the "First Lien
Incremental Agreement") with the lenders party thereto and JPMorgan Chase Bank,
N.A., as administrative agent (the "First Lien Administrative Agent") and (ii)
Amendment No. 2 (the "Second Lien Incremental Agreement") with the lenders party
thereto and Alter Domus (US) LLC, as administrative agent (the "Second Lien
Administrative Agent"). The First Lien Incremental Agreement amended that
certain First Lien Credit Agreement, dated as of February 1, 2021, as amended on
March 2, 2021 (the "Existing First Lien Credit Agreement"), among the borrowers,
the guarantors, the lenders party thereto from time to time, the First Lien
Administrative Agent and the other parties named therein (the Existing First
Lien Credit Agreement as amended by the First Lien Incremental Agreement, the
"First Lien Amended Credit Agreement"). The Second Lien Incremental Agreement
amended that certain Second Lien Credit Agreement, dated as of February 1, 2021,
as amended on March 2, 2021 (the "Existing Second Lien Credit Agreement"), among
the borrowers, the guarantors, the lenders party thereto from time to time, the
Second Lien Administrative Agent and the other parties named therein (the
Existing Second Lien Credit Agreement as amended by the Second Lien Incremental
Agreement, the "Second Lien Amended Credit Agreement" and together with the
First Lien Amended Credit Agreement, the "Amended Peraton Credit Agreements").
Pursuant to the terms of the (i) First Lien Incremental Amendment, the borrowers
thereunder incurred incremental term loans in an aggregate principal amount of
$3,775 million and increased revolving commitments in aggregate principal amount
of $200 million and (ii) Second Lien Incremental Amendment, the borrowers
thereunder incurred incremental term loans in an aggregate principal amount of
$1,340 million. Subject to certain exceptions set forth in the applicable
Amended Peraton Credit Agreements, the obligations under the (i) Amended Peraton
Credit Agreements are guaranteed by Peraton Holding and each of its wholly owned
domestic subsidiaries (including each borrower (other than with respect to its
own primary obligations)), (ii) First Lien Amended Credit Agreement is secured
by a first-priority security interest in and lien on substantially all of the
assets and all interests of the loan parties thereunder, then owned or after
acquired and (ii) Second Lien Amended Credit Agreement is secured by a
second-priority security interest in and lien on substantially all of the assets
and all interests of the loan parties thereunder, then owned or after acquired,
that secures the First Lien Amended Credit Agreement.
A portion of the net proceeds from the incurrence of obligations under the
Amended Credit Agreement were used to consummate the Merger and to repay of all
obligations under the Existing Credit Agreement (as defined below).
Amended and Restated Master Accounts Receivable Purchase Agreement
On May 6, 2021, Perspecta Enterprise Solutions LLC, a Delaware limited liability
company ("Enterprise"), and certain other subsidiaries of Peraton Holding
(collectively, the "Sellers") entered into that certain Second Amended and
Restated Master Accounts Receivable Purchase Agreement (the "Amended MARPA"),
among the Sellers, Enterprise, as seller representative, Mizuho Bank, Ltd. and
MUFG Bank, Ltd., as purchasers (the "Purchasers"), and MUFG Bank Ltd., as the
administrative agent (in such capacity, the "Administrative Agent"), which
amended and restated that certain Amended and Restated Master Accounts
Receivable Purchase Agreement, dated as of October 30, 2020 (the "Previous
MARPA"). Pursuant to the Amended MARPA, the Sellers may sell accounts
receivable to the Purchasers on an uncommitted basis in an aggregate outstanding
amount not to exceed $265 million. In connection with the Amended MARPA, the
Company (the "Initial Guarantor"), Peraton Holding (the "Replacement
Guarantor"), the Purchasers and the Administrative Agent, executed that certain
Guarantor Assignment and Assumption Agreement, pursuant to which the Initial
Guarantor assigned its rights and obligations under the guaranty of the Sellers'
obligations under the Amended MARPA to the Replacement Guarantor.
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Item 1.02. Termination of a Material Definitive Agreement.
On May 6, 2021, the Company terminated its Credit Agreement, dated as of May 31,
2018 (as amended by that certain First Amendment to Credit Agreement, dated as
of December 12, 2018, that certain Second Amendment to Credit Agreement, dated
as of August 13, 2019, that certain Technical Amendment to Credit Agreement,
dated as of April 28, 2020, and as further amended, modified, extended,
restated, replaced, or supplemented from time to time prior to the date hereof,
the "Existing Credit Agreement"), by and among the Company, each of the
guarantors from time to time party thereto, the lenders from time to time party
thereto, MUFG Bank Ltd., a member of MUFG, a global financing group, as
administrative agent and MUFG Union Bank, N.A., as collateral agent. In
connection with the termination, the Company repaid all of the outstanding
obligations in respect of principal, interest and fees under the Existing Credit
Agreement.
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 by reference into this Item 2.03.
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