Item 1.01 Entry into a Material Definitive Agreement
On January 20, 2021, Jacobs Engineering Group Inc., a Delaware corporation (the
"Company"), entered into a delayed draw term loan facility with the lenders
party thereto, Bank of America, N.A., as administrative agent, Bank of America,
N.A., BNP Paribas, TD Bank, N.A. and Wells Fargo Bank, National Associate, as
co-syndication agents, The Bank of Nova Scotia, HSBC Bank USA, National
Association, National Westminster Bank PLC, PNC Bank, National Association, and
U.S. Bank National Association, as documentation agents, and BofA Securities,
Inc., BNP Paribas Securities Corp., TD Securities (USA) LLC and Wells Fargo
Securities, LLC, as joint lead arrangers and joint bookrunners. Each of Bank of
America, N.A., BNP Paribas, Wells Fargo Bank, N.A. The Bank of Nova Scotia, PNC
Bank, National Association, TD Bank, N.A. and US Bank National Association are
agents, arrangers and lenders, as the case may be, under the Company's Second
Amended and Restated Credit Agreement, dated March 27, 2019 (as amended from
time to time, the "Revolving Credit Agreement") and the Company's Term Loan
Agreement, dated March 25, 2020 (the "Term Loan Agreement").
The delayed draw term loan facility matures on the third anniversary of the date
of closing of the facility and permits the Company to borrow in U.S. dollars and
U.K. pound sterling, in each case, at a base rate or a eurocurrency rate.
Depending on the Company's consolidated leverage ratio, borrowings under the
delayed draw term loan facility will bear interest at either a eurocurrency rate
plus a margin of between 0.875% and 1.625% or a base rate plus a margin of
between 0.00% and 0.625%. From the date that is 90 days after the closing of
delayed draw term loan facility, the Company must pay a ticking fee with respect
to undrawn commitments under the facility at a rate that will range between
0.80% and 0.225% based on the Company's leverage ratio.
Under the delayed draw term loan facility, the Company may borrow up to
$200,000,000 of U.S. dollar denominated term loans and up to £650,000,000 of
U.K. pound sterling denominated term loans. The proceeds of the term loans may
be used to fund the acquisition of PA Consulting Group Limited, refinance
certain existing indebtedness and pay related transaction costs and expenses.
The delayed draw term loan facility contains affirmative and negative covenants
and events of default customary for financings of this type that are consistent
with those included in the Revolving Credit Agreement and the Term Loan
Agreement.
The foregoing summary of the delayed draw term loan facility does not purport to
be complete and is subject to, and qualified in its entirety by, the full text
of the delayed draw term loan facility, which is attached hereto as Exhibit 10.1
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
10.1 Term Loan Agreement, dated as of January 20, 2021, among Jacobs
Engineering Group Inc., the lenders party thereto, Bank of America, N.A.,
as administrative agent, Bank of America, N.A., BNP Paribas, TD Bank, N.A.
and Wells Fargo Bank, National Associate, as co-syndication agents, The
Bank of Nova Scotia, HSBC Bank USA, National Association, National
Westminster Bank PLC, PNC Bank, National Association, and U.S. Bank
National Association, as documentation agents, and BofA Securities, Inc.,
BNP Paribas Securities Corp.TD Securities (USA) LLC and Wells Fargo
Securities, LLC, as joint lead arrangers and joint bookrunners
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document
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