Navigant Consulting, Inc. (NYSE:NCI) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On March28, 2017, Navigant Consulting, Inc. (the Company) entered
into a Credit Agreement (the Agreement) with a syndicate of bank
lenders, including Bank of America, N.A., as administrative
agent, swing line lender and L/C issuer, and Citizens Bank, N.A.,
as syndication agent.
The credit facility (the Credit Facility) provided under the
Agreement is a five-year, $400million revolving credit facility
and amended and restates the credit facility provided under the
Credit Agreement, dated as of May27, 2011 (as amended, the Prior
Agreement), among the Company and the lenders party thereto.
Subject to the terms and conditions specified in the Agreement,
the Company may elect to increase the commitments under the
Credit Facility up to an aggregate amount of $500million.
Borrowings under the Credit Facility bear interest at a variable
rate, at the Companys option, of LIBOR plus a margin (based on
the Companys consolidated leverage ratio) or a Base Rate (as
defined in the Agreement) plus a margin (based on the Companys
consolidated leverage ratio).
The Agreement contains certain financial covenants, including
covenants that require the Company to maintain (a)a consolidated
net leverage ratio of not greater than 3.50:1 (except in the
event of certain acquisitions by the Company in excess of
$40million in which case the maximum consolidated net leverage
ratio shall increase by 0.25:1 for four consecutive fiscal
quarters beginning with the fiscal quarter in which the
acquisition occurs) and (b)a consolidated interest coverage ratio
(the ratio of consolidated EBIT (as defined in the Agreement) to
cash interest expense) of not less than 2.0:1. In addition, the
Agreement contains customary affirmative and negative covenants
(subject to customary exceptions), including covenants that in
certain circumstances limit the Companys and its subsidiaries
ability to incur liens or other encumbrances, make investments
and acquisitions, incur indebtedness, enter into mergers,
consolidations and asset dispositions, pay cash dividends after
the occurrence of an event of default, change the nature of their
business and engage in certain transactions with affiliates, as
well as customary provisions with respect to events of default.
The Credit Facility matures on March28, 2022.
The foregoing description of the Agreement is qualified in its
entirety by reference to the full text of the Agreement which is
filed as Exhibit 10.1 hereto and incorporated herein by
reference.
| Item1.02. |
Termination of a Material Definitive Agreement. |
The information set forth under Item 1.01 of this Current Report
on Form 8-K with respect to the Prior Agreement is hereby
incorporated by reference into this Item 1.02.
| Item2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 of this Current Report on
Form 8-K is hereby incorporated by reference into this Item 2.03.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | ||
| 10.1 |
Credit Agreement, dated as of March28, 2017, among Navigant Consulting, Inc., the other Borrowers party thereto, the Guarantors party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent. (Schedules and exhibits have been omitted to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.) |
2
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| NAVIGANT CONSULTING, INC. | ||||||
| Date: March30, 2017 | By: |
/s/ Stephen R. Lieberman |
||||
| Name: Stephen R. Lieberman | ||||||
| Title: Executive Vice President and | ||||||
| Chief Financial Officer |
3
EXHIBIT INDEX
|
ExhibitNo. |
Description |
|
| 10.1 |
Credit Agreement, dated as of March28, 2017, among Navigant Consulting, Inc., the other Borrowers party thereto, the Guarantors party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent. (Schedules and exhibits have been omitted |
About Navigant Consulting, Inc. (NYSE:NCI)
Navigant Consulting, Inc. (Navigant) is a global professional services firm. The Company serves clients in the healthcare, energy and financial services industries. The Company operates in four segments: Disputes, Investigations & Economics; Financial, Risk & Compliance; Healthcare, and Energy. The Disputes, Investigations & Economics segment’s professional services include valuation and economic analysis, as well as accounting, regulatory, construction and computer forensic expertise. The Financial, Risk & Compliance segment provides strategic, operational, valuation, risk management, investigative and compliance advisory services. The Healthcare segment provides consulting services and business process management services. The Energy segment provides management advisory services. It markets its services directly to corporate executives and senior management, corporate counsel, law firms, corporate boards, special committees and governmental agencies. Navigant Consulting, Inc. (NYSE:NCI) Recent Trading Information
Navigant Consulting, Inc. (NYSE:NCI) closed its last trading session 00.00 at 22.73 with 192,850 shares trading hands.