CIVITAS SOLUTIONS, INC. (NYSE:CIVI) Files An 8-K Entry into a Material Definitive Agreement

CIVITAS SOLUTIONS, INC. (NYSE:CIVI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

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On October24, 2017, National Mentor Holdings, Inc. (“NMHI”) and NMH Holdings, LLC (“NMHH”), wholly-owned subsidiaries of Civitas Solutions, Inc. (NYSE: CIVI) (the “Company”), and certain subsidiaries of NMHI, as guarantors (the “Guarantors”), entered into Amendment No.6 (the “Amendment No.6”) to the Credit Agreement dated as of January31, 2014 (as amended from time to time, the “Senior Credit Agreement”) by and among NMHI, NMHH, the Guarantors, Barclays Bank PLC, as administrative agent, and the other agents and lenders named therein. Amendment No.6 provided for an additional $75.0million term loan (the “2017-1 Incremental Term Loan”), which was funded on October25, 2017, under NMHI’s tranche B term loan facility (the “Term Loan”), to the terms of the Senior Credit Agreement that permit borrowings of unlimited amounts so long as NMHI’s consolidated first lien leverage ratio (as defined in the Senior Credit Agreement) does not exceed 4.50 to 1.00 on a pro forma basis, subject to the conditions set forth in the Senior Credit Agreement. After giving effect to Amendment No.6, NMHI is required to repay the Term Loan in quarterly principal installments of $1,832,839.56, with the balance payable at maturity. All of the other terms of the 2017-1 Incremental Term Loan are identical to the Term Loan, including the initial term loan funded on January31, 2014 and the $55.0million incremental term loan funded on February27, 2015.

The net proceeds of the 2017-1 Incremental Term Loan will be used by NMHI to pay the purchase price for the acquisition of Mentis Neuro Rehabilitation, LLC and to pay related fees and expenses. Any excess proceeds will be used for general corporate purposes.

Item 1.01. 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 above is incorporated by reference into this Item 1.01.

Item 1.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description of Exhibit

10.1 Amendment No.6 to the to the Credit Agreement, dated as of October 24, 2017, among NMH Holdings, LLC, as parent guarantor, National Mentor Holdings, Inc. as borrower, certain subsidiaries of National Mentor Holdings, Inc. party thereto, as guarantors, the lenders party thereto and Barclays Bank PLC, as administrative agent.


Civitas Solutions, Inc. Exhibit
EX-10.1 2 d484021dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 6 TO CREDIT AGREEMENT AMENDMENT NO. 6 TO CREDIT AGREEMENT,…
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About CIVITAS SOLUTIONS, INC. (NYSE:CIVI)

Civitas Solutions, Inc. is a provider of home- and community-based health and human services to individuals with intellectual, developmental, physical or behavioral disabilities and other special needs. The Company operates through two segments: Human Services and Post-Acute Specialty Rehabilitation Services (SRS). The Human Services segment provides home- and community-based human services to individuals with intellectual and/or developmental disabilities (I/DD), youth with emotional, behavioral and/or medically complex challenges or at-risk youth (ARY), and elders. The SRS segment delivers healthcare and community-based health and human services to individuals having suffered acquired brain injury, spinal injuries, and other catastrophic injuries and illnesses. Within its SRS segment, its NeuroRestorative business unit is focused on rehabilitation and transitional living services, and its CareMeridian business unit is focused on the medically-intensive post-acute care services.

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