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

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

Story continues below

Entry into a Material Definitive Agreement.

Credit Agreement

On April25,2018, KBR, Inc. (the "Company") entered into a new credit agreement (the "Credit Agreement") with Bank of America, N.A., as Administrative Agent, Swing Line Lender and a Letter of Credit Issuer, and the other lenders party thereto. The Credit Agreement replaces that certain Amended and Restated Credit Agreement, dated as of September25,2015, by and among the Company, Citibank, N.A., as administrative agent, and the lenders and other parties party thereto (the "Prior Credit Agreement"), which terminated upon the closing of the Credit Agreement.

The Credit Agreement provides for $2.15 billion in senior secured credit facilities, comprised of (i) five-year term loan A facilities in an aggregate amount of $350 million, (ii) a seven-year term loan B facility of $800 million, (iii) a five-year revolving credit facility of $500 million available for revolving loans and performance letters of credit, which will include a $150 million sublimit for the issuance of standby financial letters of credit and commercial letters of credit and a $25 million sublimit for swingline loans, and (iv) a five-year performance letter of credit facility of $500 million.

Certain existing and future direct and indirect material domestic subsidiaries of the Company are guarantors of the Company's obligations under the Credit Agreement. The credit facilities under the Credit Agreement are secured by a lien on substantially all the properties of the Company and the guarantors.

The term loan B facility can be used solely to fund a portion of the transactions entered into on the closing date (the "Closing Date") of the Credit Agreement (including the Acquisition (as defined below) and the repayment of the outstanding indebtedness under the Prior Credit Agreement). Each term loan A facility can be used solely to fund loans to the JKC joint venture for completion costs in connection with the Ichthys Onshore LNG export facility project in Darwin, Australia. The letter of credit facility can be used to issue performance letters of credit (including in replacement or continuation of, or to backstop, letters of credit outstanding on the Closing Date). The revolving credit facility can be used to finance a portion of the transactions entered into on the Closing Date and otherwise to provide ongoing working capital and for other general corporate purposes (including permitted acquisitions) not in contravention of any law or of any applicable loan document.

The loans may be borrowed in U.S. dollars or in certain foreign currencies and bear interest at either the Base Rate (as defined in the Credit Agreement) or the Eurocurrency Rate (as defined in the Credit Agreement). With respect to the term loan B facility, the applicable margin for Base Rate loans is 2.75% and the applicable margin for the Eurocurrency Rate loans is 3.75%. With respect to each term loan A facility, and the revolving credit facility, the applicable margin for the Base Rate loans is a range of 1.50% to 2.25% and the applicable margin for the Eurocurrency Rate loans is a range of 2.50% to 3.25%, based on the consolidated leverage ratio as calculated to the Credit Agreement. In addition to these borrowing rates, there is a commitment fee, which ranges from 0.350% to 0.450% on any unused commitments. The applicable fees for issuance of letters of credit under the revolving credit facility and performance letter of credit facility is a range of 1.50% to 1.95%. Each swingline loan will bear interest at the base rate plus the applicable margin with respect to the foregoing facilities.

The Credit Agreement and related loan documents contain covenants that limit the ability of the Company and certain of its subsidiaries to, among other matters:

create, incur, assume, or suffer to exist liens;

incur or guarantee indebtedness;

pay dividends and repurchase stock;

enter into transactions with affiliates;

consummate asset sales, acquisitions or mergers;

enter into certain types of burdensome agreements; or

The Credit Agreement also requires compliance with certain financial covenants, including a maximum consolidated leverage ratio and a minimum consolidated interest coverage ratio, in each case as set forth in the Credit Agreement.

The Credit Agreement contains customary events of default, including:

failure to make required payments;

failure to comply with certain agreements or covenants;

failure to pay, or acceleration of, certain other indebtedness;

certain events of bankruptcy and insolvency;

failure to pay certain judgments; and

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit10.1 hereto and is incorporated into this Item 1.01 by reference.

Item 1.01

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The text set forth in Item 1.01 regarding the terms and conditions of the Credit Agreement is incorporated into this Item 1.01 by reference.

On April25,2018, KBRwyle Technology Solutions, LLC ("KBRwyle"), a Delaware limited liability company and a wholly owned subsidiary of the Company, completed its acquisition of SGT,LLC, a Maryland limited liability company (f/k/a SGT, Inc.) ("SGT") (the "Acquisition"), in accordance with the terms of the previously reported Equity Purchase Agreement, dated as of February22,2018, entered into among Kamco Holdings, Inc., a Maryland corporation ("Kamco Holdings"), Kamco Holdings' shareholders, SGT, KBRwyle and Kamal S. Ghaffarian, in his capacity as Sellers' Representative and Sellers' Guarantor (the "Purchase Agreement"). SGT provides technical services in the areas of research and development, systems engineering, missions operations, technology development, network solutions, scientific and information technology service solutions and management and consulting primarily for the United States Department of Defense, intelligence community, National Aeronautics and Space Administration and other United States government customers.

The information set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on February23,2018 and which is incorporated herein by reference.

Item 1.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

2.1

Equity Purchase Agreement, dated as of February22,2018, by and among KBRwyle Technology Solutions, LLC, Kamco Holdings, Inc., the shareholders of Kamco Holdings, Inc., SGT, Inc., and Kamal S. Ghaffarian, in his capacity as Sellers' Representative and Sellers' Guarantor (incorporated by reference to Exhibit 2.1 to KBR, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on February23,2018).

10.1

Credit Agreement, dated as of April25,2018, by and among KBR, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender and a Letter of Credit Issuer, and the other lenders party thereto.


KBR, INC. Exhibit
EX-10.1 2 exhibit10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version Published CUSIP Number:  48242YAG7 Revolving Loan Facility CUSIP Number:  48242YAH5 Performance Letter of Credit Facility CUSIP Number:  48242YAK8 Term A-1 Loan Facility CUSIP Number:   48242YAJ1 Term A-2 Loan Facility CUSIP Number:  48242YAM4  Term B Loan Facility CUSIP Number:  48242YAL6 CREDIT AGREEMENT Dated as of April 25,…
To view the full exhibit click here

About KBR, INC. (NYSE:KBR)

KBR, Inc. (KBR) is an engineering, procurement, construction and services company. The Company supports global hydrocarbons and international Government services market sectors. It operates through three business segments: Technology & Consulting (T&C), Engineering & Construction (E&C), and Government Services (GS). Its T&C segment combines KBR technologies, knowledge-based services and its three specialty consulting brands, Granherne, Energo and GVA, under a customer-facing global business. Its E&C segment offers project delivery solutions from conceptual planning, through FEED and execution planning, to full EPC delivery and ongoing asset services, such as maintenance and turnarounds. Its GS segment focuses on service contracts with annuity streams particularly for the United Kingdom, Australian and the United States Governments. It provides services to a customer base, including international and national oil and gas companies and petrochemical producers.

An ad to help with our costs