EPAM SYSTEMS, INC. (NYSE:EPAM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
subsidiaries, EPAM Systems, LLC (LLC) and Vested Development,
Inc. (VDI) replaced their existing credit facility and, together
with all of EPAMs wholly-owned, first tier U.S. subsidiaries,
entered into a new, unsecured revolving credit facility (the 2017
Revolving Facility) with a syndicate of lenders. PNC Bank,
National Association serves as administrative agent, swing loan
lender and issuing lender; PNC Capital Markets LLC is lead
arranger and bookrunner.
revolving credit facility, with potential to increase further the
credit facility to up to $400 million if lenders agree to
increase their commitments and EPAM satisfies certain conditions.
The 2017 Revolving Facility allows for borrowings by EPAM, which
are guaranteed by EPAMs U.S. subsidiaries, are unsecured, and in
general, such borrowings bear interest at either a base rate or
Euro-rate plus a margin based on the Companys leverage ratio.
Borrowings under the 2017 Revolving Facility may be denominated
in United States Dollars or, up to a maximum of $50 million in
British Pounds Sterling, Canadian Dollars, Euros or Swiss Francs
(or other currencies as may be approved by the lenders).
Revolving Facility (the 2017 Credit Agreement) contains customary
covenants, representations, warranties and events of default.
Among the events of default are cross default to other
indebtedness in excess of certain threshold amounts; final
judgments in excess of certain threshold amounts; insolvency; a
change of control of EPAM; and covenant defaults (subject, in
some cases, to a grace period). Upon the occurrence of an event
of default, the lenders may declare all loans due and payable.
covenants. It restricts the incurrence of additional indebtedness
by the loan parties and certain of their subsidiaries subject to
certain exceptions including, among other things, unsecured debt
that matures at least 90 days after final maturity of loans under
the 2017 Credit Agreement, does not require principal repayment
prior to maturity, and does not include materially more
restrictive terms than those applicable in the 2017 Credit
Agreement. The 2017 Credit Agreement contains restrictions on
guarantees, investments to other entities, and mergers with and
acquisitions of other entities. In general, and subject to
certain limitations, acquisitions of other businesses are
permitted provided that the loan parties leverage ratio does not
exceed 2.75 to 1.00, measured after giving effect to such
acquisition, and they are otherwise in compliance with the
covenants contained in the 2017 Credit Agreement. There are also
restrictions on dispositions of assets, subject to certain
exceptions including (among other things) a basket of $50 million
for sales, transfers or leases of assets for fair market value in
any fiscal year.
includes certain financial covenants, including a maximum
leverage ratio of 3.00 to 1.00 (subject to temporary adjustment
to 3.50 to 1.00 for four fiscal quarters beginning with the
closing of a permitted acquisition with aggregate consideration
in excess of $150 million) and a minimum interest coverage ratio
of 3.00 to 1.00, each measured at the end of each fiscal quarter
in accordance with the terms of the 2017 Credit Agreement.
purport to be a complete description of the parties rights and
obligations under the 2017 Credit Agreement and the other
documents and transactions contemplated by the 2017 Credit
Agreement. As such, the foregoing description is qualified in its
entirety by reference to the complete text of the 2017 Credit
Agreement, a copy of which is filed as an exhibit to this Current
Report on Form 8-K as Exhibit 10.1 and is incorporated by
reference herein.
Form 8-K is incorporated by reference into this Item 1.02.
parties credit facility evidenced by that certain credit
agreement by and among EPAM, as Borrower, the Guarantors party
thereto, and PNC Bank, National Association (as Administrative
Agent) and the other lenders party thereto, and all documents
related to such credit agreement, all dated as of September 12,
2014.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant. |
Form 8-K is incorporated by reference into this Item 2.03.
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Item 9.01
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Financial Statements and Exhibits
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10.1
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Credit Agreement dated as of May 24, 2017
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About EPAM SYSTEMS, INC. (NYSE:EPAM)
EPAM Systems, Inc. (EPAM) is a provider of software engineering solutions and information technology services. The Company’s service offerings include Software Product Development Services, Custom Application Development Services, Application Testing Services, Enterprise Application Platforms, Application Maintenance and Support, and Infrastructure Management Services. The Company offers its solutions and services to industries, such as software and technology, financial services, media and entertainment, travel and hospitality, retail, energy, life sciences, healthcare, telecommunications and government. It provides Software Product Development Services to independent software vendors, and technology companies. It offers Custom Application Development Services to businesses with application development needs. The Company offers Application Testing Services across various technology platforms and industry verticals. EPAM SYSTEMS, INC. (NYSE:EPAM) Recent Trading Information
EPAM SYSTEMS, INC. (NYSE:EPAM) closed its last trading session down -0.75 at 84.15 with 389,849 shares trading hands.
