SEC Filings

8-K
AECOM filed this Form 8-K on 03/14/2018
Entire Document
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On March 13, 2018, AECOM undertook a leverage neutral refinancing to extend tenure and take advantage of favorable credit market conditions, as evidenced by the resulting lower overall borrowing costs on AECOM’s Credit Agreement.  A portion of the proceeds from the refinancing are expected to be used to redeem $800,000,000 aggregate principal amount of AECOM’s outstanding 5.75% Senior Notes due 2022 on March 16, 2018.

 

AECOM, certain of our subsidiaries and certain lenders entered into Amendment No. 5 amending the Credit Agreement, dated as of October 17, 2014 (as amended from time to time, including by Amendment No. 5, the “Credit Agreement”) by:

 

·                  Refinancing our term loan A facility to include a $510 million (US) term loan A facility with a term expiring on March 13, 2021, a $500 million Canadian (CAD) term loan A facility and a $250 million Australian (AUD) term loan A facility each with terms expiring on March 13, 2023;

 

·                  Issuing a new $600 million term loan B facility to institutional investors with a term expiring on March 13, 2025;

 

·                  Increasing the capacity of our revolving credit facility from $1.05 billion to $1.35 billion and extending its term until March 13, 2023;

 

·                  Reducing our interest rate borrowing costs as the following rates (1) the term loan B facility, at our election, Base Rate (as defined in the Credit Agreement) plus 0.75% or Eurocurrency Rate (as defined in the Credit Agreement) plus 1.75%, (2) the (US) term loan A facility, at our election, Base Rate plus 0.50% or Eurocurrency Rate  plus 1.50%,  and (3) the Canadian (CAD) term loan A facility, the Australian (AUD) term loan A facility, and the revolving credit facility, an initial rate of, at our election, Base Rate plus 0.75% or Eurocurrency Rate  plus 1.75%, and after the end of the Company’s fiscal quarter ending June 30, 2018, Base Rate loans plus a margin ranging from .25% to 1.00% or Eurocurrency Rate plus a margin from 1.25% to 2.00%, based on the Consolidated Leverage Ratio (as defined in the Credit Agreement); and

 

·                  Revising certain covenants, including increasing the amounts available under the restricted payment negative covenant and revising the Maximum Consolidated Leverage Ratio to include a 4.5 leverage ratio through September 30, 2019 after which the leverage ratio steps down to 4.0.

 

In addition, on March 13, 2018, AECOM entered into the Fourth Supplemental Indenture that amended our Indenture, dated as of October 17, 2014 among AECOM, our guarantors and U.S. Bank National Association, and a First Supplemental Indenture that amended AECOM’s Indenture, dated as of February 21, 2017 among the AECOM, our guarantors and U.S. Bank National Association, to add two subsidiaries to act as guarantors for our outstanding senior notes.

 

The foregoing description of Amendment No. 5, the Fourth Supplemental Indenture and the First Supplemental Indenture are qualified in its entirety by reference to the full text of Amendment No. 5, the Fourth Supplemental Indenture and the First Supplemental Indenture, respectively, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, and incorporated herein by reference.

 

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