Booz Allen Hamilton Holding Corporation (NYSE:BAH) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On February6, 2017, Booz Allen Hamilton Holding Corporations
wholly-owned subsidiaries Booz Allen Hamilton Inc. (the Company)
and Booz Allen Hamilton Investor Corporation (Investor), and
certain wholly-owned subsidiaries of the Company (the
Subsidiaries and, together with Investor, the Guarantors),
entered into the Fourth Amendment (the Amendment) to the Credit
Agreement, dated as of July31, 2012 (as previously amended by the
First Amendment to Credit Agreement, dated as of August16, 2013,
the Second Amendment to Credit Agreement, dated as of May7, 2014,
and Third Amendment to the Credit Agreement, dated as of July13,
2016, the Existing Credit Agreement and, as amended, the Credit
Agreement), among the Company, the Guarantors, Bank of America,
N.A., as Administrative Agent, Collateral Agent and Issuing
Lender, and the other lenders and financial institutions from
time to time party thereto, to reduce the interest rate
applicable to the tranche B term loans under the Credit
Agreement. The interest rate applicable to the tranche A term
loans is unchanged.
Prior to the Amendment, approximately $399million of tranche B
term loans (the Existing Tranche B Term Loans) were outstanding
under the Existing Credit Agreement. to the Amendment, certain
lenders under the Existing Credit Agreement converted their
Existing Tranche B Term Loans into a new tranche of tranche B
term loans (the New Refinancing Tranche B Term Loans) in an
aggregate amount, along with New Refinancing Tranche B Term Loans
advanced by certain new lenders, of approximately $399million.
The proceeds of the New Refinancing Tranche B Term Loans advanced
by the new lenders were used to prepay in full all of the
Existing Tranche B Term Loans that were not converted into New
Refinancing Tranche B Term Loans.
Under the Amendment, the rate at which New Refinancing Tranche B
Term Loans bear interest is equal to (i)the higher of (x)the rate
for deposits in U.S. dollars in the London interbank market
(adjusted for maximum reserves) for the applicable interest
period (LIBOR rate) and (y) 0.00%, plus, in each case, 2.25%, or
(ii)the alternate base rate, which is the higher of (w)the
corporate base rate established by the administrative agent from
time to time, (x) 0.50% in excess of the overnight federal funds
rate, (y)the three-month LIBOR rate (adjusted for maximum
reserves) plus 1.00%, plus, in each case, 1.25%; provided, that
if such rate shall be less than zero, such rate shall be deemed
to be zero.
The New Refinancing Tranche B Term Loans will be secured by the
same collateral and guaranteed by the same guarantors as the
existing term loans under the Credit Agreement. The New
Refinancing Tranche B Term Loans will, like the Existing Tranche
B Term Loans under the Existing Credit Agreement, mature on
June30, 2023. Voluntary prepayments of the New Refinancing
Tranche B Term Loans are permitted at any time, in minimum
principal amounts, without premium or penalty, subject to a
1.00percent premium payable in connection with certain repricing
transactions within the first six months after the Amendment. The
other terms of the New Refinancing Tranche B Term Loans are also
generally the same as the terms of the Existing Tranche B Term
Loans under the Existing Credit Agreement.
The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the
Amendment, which is filed as Exhibit 10.1 hereto and incorporated
herein by reference.
| Item2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth above under Item 1.01 with respect to
the New Refinancing Tranche B Term Loans is incorporated by
reference into this Item 2.03.
| Item7.01 | Regulation FD Disclosure. |
On February 7, 2017, Booz Allen Hamilton Holding Corporation (the
Company) will post an investor presentation to the Investor
Relations section of its website. A copy of the investor
presentation is attached as Exhibit 99.1 to this Current Report
on Form 8-K.
| Item9.01 | Financial Statements and Exhibits. |
|
Exhibit No. |
Description |
|
| 10.1 |
Fourth Amendment to Credit Agreement, dated as of February6, 2017, among Booz Allen Hamilton Inc., as Borrower, Booz Allen Hamilton Investor Corporation, Booz Allen Hamilton Engineering Holding Co., LLC, Booz Allen Hamilton Engineering Services, LLC and SDI Technology Corporation, as Guarantors, Bank of America, N.A., as Administrative Agent, Collateral Agent and Issuing Lender, and the other Lenders and financial institutions from time to time party thereto |
|
| 99.1 | Investor Presentation |
About Booz Allen Hamilton Holding Corporation (NYSE:BAH)
Booz Allen Hamilton Holding Corporation is a holding company. The Company is a provider of management and technology, consulting and engineering services to the United States and international governments, corporations and not-for-profit organizations. The Company’s client base includes government, commercial and international clients. Its commercial clients in the United States are primarily in the financial services, healthcare and life sciences, energy, high-technology manufacturing, retail, and automotive industries. Its international clients are primarily in the Middle East, along with a presence in Southeast Asia. The Company’s functional service offerings include Systems Delivery, Engineering and Science, Cyber, Analytics and Consulting. The Company’s innovation service offerings are Digital, Cyber Futures, Next Generation Analytics and Directed Energy. Booz Allen Hamilton Holding Corporation (NYSE:BAH) Recent Trading Information
Booz Allen Hamilton Holding Corporation (NYSE:BAH) closed its last trading session up +0.10 at 34.61 with 1,371,704 shares trading hands.
