Jacobs Engineering Group Inc. (NYSE:JEC) Files An 8-K Entry into a Material Definitive Agreement

Jacobs Engineering Group Inc. (NYSE:JEC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

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Amendment to Revolving Loan Credit Agreement

On November 30, 2018, Jacobs Engineering Group Inc., a Delaware corporation (the “Company”), entered into a Third Amendment to Amended and Restated Credit Agreement (the “Revolving Amendment”) among the Company, the designated borrowers specified therein, the lenders party thereto and Bank of America, N.A., as administrative agent, which Revolving Amendment amends the Amended and Restated Credit Agreement dated as of February7, 2014 (as amended by the Amendment Agreement dated as of March 4, 2015, and the Second Amendment to Amended and Restated Credit Agreement dated as of September 28, 2017, the “Existing Revolving Credit Agreement”, and the Existing Revolving Credit Agreement as amended by the Revolving Amendment, the “Revolving Credit Agreement”).

The Revolving Amendment provides for, among other things, designating as a permitted transaction the disposition of all or any portion of the energy, chemicals and resources business of the Company, its subsidiaries and certain joint ventures, including in a transaction with WorleyParsons Limited (“WorleyParsons”) which is consistent in all material respects with the sale transaction announced by the Company on October 21, 2018 (the “ECR Disposition”), and the automatic release of certain designated borrowers party to the Revolving Credit Agreement in connection with the closing of the ECR Disposition (upon the concurrent repayment of any direct borrowings under the Revolving Credit Agreement by such designated borrowers).

The foregoing summary of the Revolving Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Revolving Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. The Existing Revolving Credit Agreement has been previously filed with, and is described in, the Company’s Current Reports on Form 8-K dated February11, 2014, March5, 2015 and September 29, 2017.

Amendment to Term Loan Credit Agreement

On November 30, 2018, the Company entered into a First Amendment to Credit Agreement (the “Term Amendment”) among the Company, the lenders party thereto and BNP Paribas, as administrative agent, which Term Amendment amends the Credit Agreement dated as of September 28, 2017 (the “Existing Term Credit Agreement”, and the Existing Term Credit Agreement as amended by the Term Amendment, the “Term Credit Agreement”).

The Term Amendment provides for, among other things, the amendment of certain provisions of the Existing Term Credit Agreement to permit the ECR Disposition.

The foregoing summary of the Term Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Term Amendment, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference. The Existing Term Credit Agreement has been previously filed with, and is described in, the Company’s Current Reports on Form 8-K dated September 29, 2017.

Item 7.01. Regulation FD Disclosure.

In connection with the pending ECR Disposition, on November 2, 2018, the Company and WorleyParsons filed their Premerger Notification and Report Forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") with the Antitrust Division of the U.S. Department of Justice and the Federal Trade Commission. On December 3, 2018 at 11:59 p.m., the required 30-day waiting period under the HSR Act expired. The closing of the ECR Disposition remains subject to other closing conditions including other regulatory approvals.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

10.2


JACOBS ENGINEERING GROUP INC /DE/ Exhibit
EX-10.1 2 jec8-kexhibit101amdmt3.htm EXHIBIT 10.1 Exhibit THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTThis THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of November 30,…
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About Jacobs Engineering Group Inc. (NYSE:JEC)

Jacobs Engineering Group Inc. is a technical professional services company. The Company provides a range of technical, professional and construction services to industrial, commercial and governmental clients. The Company’s services include Project Services; Process, Scientific, and Systems Consulting Services; Construction Services, and Operations and Maintenance Services. It operates four lines of business (LOBs): Petroleum and Chemicals; Buildings and Infrastructure; Aerospace and Technology, and Industrial. It caters its services to various sectors, such as oil and gas exploration, production and refining; chemicals and polymers; programs for various national governments, including aerospace, defense, and environmental programs; buildings; infrastructure and telecommunications; mining and minerals; pharmaceuticals and biotechnology; power; pulp and paper; technology and manufacturing, and food and consumer products.

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