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 19, 2024 (the “Amendment Effective Date”), AECOM entered into that certain Amendment No. 14 to Syndicated Facility Agreement (the “Amendment”), by and among AECOM, the other borrowers and guarantors party thereto, the lenders party thereto (together with the Administrative Agent, the “Lenders”) and Bank of America, N.A. (the “Administrative Agent”) as administrative agent, swing line lender and an L/C issuer, amending that certain Syndicated Facility Agreement, dated as of October 17, 2014, by and among AECOM, the other borrowers (together with AECOM, the “Borrowers”) and guarantors from time to time party thereto, the lenders from time to time party thereto, and the Administrative Agent (as amended, restated, extended, supplemented or otherwise modified prior to the Amendment Effective Date, the “Existing Credit Agreement” and as amended by the Amendment, the “Credit Agreement”).
Pursuant to the Amendment, AECOM obtained a new $1.5 billion revolving credit facility (such revolving credit facility, the “Revolving Credit Facility”), a new term loan “A” facility in an aggregate principal amount of $750 million (the “Term Loan A Facility” and together with the Revolving Credit Facility, the “Pro Rata Facilities”) and a new term loan “B” facility in an aggregate principal amount of $700 million(the “Term Loan B Facility” and together with the Pro Rata Facilities, the “Amended Facilities”). The Revolving Credit Facility and the Term Loan A Facility mature on April 19, 2029. The Term Loan B Facility matures on April 19, 2031. The Term Loan A Facilities and Term Loan B Facilities were borrowed in full on the Amendment Effective Date U.S. dollars. Loans under the Revolving Credit Facility may be borrowed, and letters of credit thereunder may be issued, in U.S. dollars or in certain foreign currencies. These facilities replace in full the existing revolving credit facility and the term loan A and B facilities under the Existing Credit Agreement, and borrowings under the Amended Facilities were used on the Amendment Effective Date to refinance in full the credit facilities under the Existing Credit Agreement.
The Credit Agreement contains customary negative covenants that include, among other things, limitations or restrictions on the ability of AECOM and certain of its subsidiaries, subject to certain exceptions, to incur liens and debt, make investments, dispositions, and restricted payments, change the nature of their businesses, consummate mergers, consolidations and the sale of all or substantially all of their respective assets and transact with affiliates. AECOM is also required to maintain a consolidated leverage ratio of less than or equal to 4.00 to 1.00 (subject to certain adjustments in connection with permitted acquisitions), tested on a quarterly basis. The Credit Agreement contains customary affirmative covenants, including, among other things, compliance with applicable law, preservation of existence, maintenance of properties and of insurance, and keeping proper books and records. The Credit Agreement contains customary events of default, including, among other things, nonpayment of principal, interest or fees, cross-defaults to other debt, inaccuracies of representations and warranties, failure to perform covenants, events of bankruptcy and insolvency, change of control and unsatisfied judgments, subject in certain cases to notice and cure periods and other exceptions.
Borrowings under (a) the Revolving Credit Facility (in U.S. dollars) and the Term Loan A Facility will bear interest at a rate per annum equal to, at AECOM’s option, (i) a Term SOFR rate (with a 0% floor and a SOFR adjustment of 0.10%) or (ii) a base rate (with a 0% floor), in each case, plus an applicable margin of 1.25% in the case of the Term SOFR rate and 0.25% in the case of the base rate; and (b) the Revolving Credit Facility in currencies other than U.S. dollars will bear interest at a rate per annum equal to the applicable reference rate for such currency (including any related adjustments), plus an applicable margin of 1.25%. The applicable margin is subject, in each case, to adjustment based on AECOM’s consolidated leverage ratio from time to time. The applicable margin under the Pro Rata Facilities will be subject to adjustment by up to 0.025%, depending on AECOM’s achievement of certain pre-set thresholds relating to its CO2 emissions.
Borrowings under the Term Loan B Facility will bear interest at a rate per annum equal to, at AECOM’s option, (a) a Term SOFR rate (with a 0% floor and a SOFR adjustment of 0%) or (b) a base rate (with a 0% floor), in each case, plus an applicable margin of 1.875% in the case of the Term SOFR rate and 0.875% in the case of the base rate.
Certain subsidiaries of AECOM (the “Guarantors”) have guaranteed the obligations of the Borrowers under the Credit Agreement, and the Borrowers’ obligations under the Credit Agreement are secured by a lien on substantially all of the assets of AECOM 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 filed as Exhibit 10.1 hereto and is incorporated by reference into this Item 1.01.
| 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.
| AECOM | ||
| Dated: April 25, 2024 | By: | /s/ David Y. Gan |
| David Y. Gan | ||
| Executive Vice President, Chief Legal Officer | ||