UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 4, 2023, Williams Industrial Services Group Inc. (the “Company”) entered into the fifth amendment (the “Term Loan Amendment”) to its Term Loan, Guarantee and Security Agreement, dated December 16, 2020, by and among the Company and certain of its subsidiaries as borrowers or guarantors, EICF Agent LLC, as agent for the lenders, and the lenders party thereto (as amended, the “Term Loan Agreement”), which increased the amount of certain additional interest to be paid by the Company upon the earlier to occur of certain stated events, including a prepayment or maturity of the loan obligations under the Term Loan Agreement, from 50% to 60% of the aggregate amount of all delayed draw term loans made under the Term Loan Agreement as of such date.
In addition, on April 4, 2023, the Company entered into a fee letter (the “Revolving Credit Fee Letter”) with PNC Bank, National Association (“PNC”), relating to the Revolving Credit and Security Agreement, dated December 16, 2020, by and among the Company and certain of its subsidiaries as borrowers or guarantors, PNC, as agent for the lenders, and the lenders party thereto (as amended, the “Revolving Credit Agreement”), pursuant to which the Company agreed to pay PNC an additional exit fee of $600,000, to be paid upon the earlier to occur of certain stated events, including a prepayment or maturity of the loan obligations under the Revolving Credit Agreement.
The Company expects to include each of the Term Loan Amendment and the Revolving Credit Fee Letter as an exhibit to a future periodic report, to be filed with the U.S. Securities and Exchange Commission. The foregoing descriptions do not constitute a complete summary of the terms of the Term Loan Amendment or the Revolving Credit Fee Letter and are qualified in their entirety by reference to the full text of the respective exhibit.
| 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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 10, 2023 | Williams Industrial Services Group Inc. | |
| By: | /s/ Charles E. Wheelock | |
| Charles E. Wheelock | ||
| Senior Vice President, Chief Administrative Officer, General Counsel & Secretary | ||