THE KEYW HOLDING CORPORATION (NASDAQ:KEYW) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
New Credit Facilities
On April 4, 2017, The KeyW Corporation (KeyW) entered into (a) a
$135 million term loan facility (the Term Loan Facility) and (b)
a $50 million revolving credit facility (the Revolving Loan
Facility), the terms of which are set forth in a Credit Agreement
(the Credit Agreement), dated as of April 4, 2017 (the Closing
Date), by and among KeyW, as borrower, The KeyW Holding
Corporation (the Company), the several lenders party thereto,
Royal Bank of Canada, as administrative agent and collateral
agent (the Agent), and RBC Capital Markets, as lead arranger and
bookrunner. Subject to the terms and conditions of the Credit
Agreement, on April 4, 2017, KeyW borrowed an aggregate of $135
million under the Term Loan Facility (the Term Loan Proceeds) and
an aggregate of $10 million under the Revolving Loan Facility
(the Revolver Proceeds).
Use of Proceeds
The Term Loan Proceeds were used (i) to pay, directly or
indirectly, the purchase price of KeyWs previously announced
acquisition (the Acquisition) of Sotera Holdings Inc. (Sotera) to
the terms of the Agreement and Plan of Merger (the Merger
Agreement), dated as of March 8, 2017, by and among KeyW,
Sandpiper Acquisition Corporation, Sotera and Sotera Equity
Partners GP LLC; (ii) to refinance, repay or terminate, including
discharging and releasing all security and guaranties in respect
of, and the termination and unwinding of any interest rate
hedging agreements in connection therewith, certain of KeyWs and
Soteras and its subsidiaries existing third party indebtedness
for borrowed money (the Refinancing); and (iii) to pay related
transaction fees and expenses.
The Revolver Proceeds were used to fund upfront fees required to
be paid on the Closing Date. The proceeds of any borrowings under
the Revolving Credit Facility made after the Closing Date will be
available for any purpose not prohibited by the terms of the
Credit Agreement.
Interest Rates
Borrowings under the Credit Agreement were and will be incurred
in U.S. Dollars. All borrowings under the Credit Agreement may,
at KeyWs option, be incurred as either eurodollar loans
(Eurodollar Loans) or base rate loans (Base Rate Loans).
Eurodollar Loans will accrue interest, for any interest period,
at (a)the Eurodollar Rate (as defined in the Credit Agreement)
plus (b) an applicable margin of 3.75%.
Base Rate Loans will accrue interest, for any interest period, at
(a) a base rate per annum equal to the highest of (i) the Federal
funds rate plus 1/2 of 1%, (ii) the prime commercial lending rate
announced by the Royal Bank of Canada from time to time as its
prime lending rate and (iii) the Eurodollar Rate for a one month
interest period plus 1.00%, plus (b) an applicable margin of
2.75%.
After the completion of KeyWs fiscal quarter ending June 30,
2017, the applicable margin for borrowings under the Revolving
Credit Facility may be decreased if KeyWs consolidated net
leverage ratio decreases.
Maturity Dates
The Term Loan Facility and the Revolving Loan Facility mature on
the earlier of (i) the five year anniversary of the Closing Date,
and (ii) the date that is 180 days prior to the scheduled
maturity date of the Companys 2.50% convertible senior notes due
2019, unless such notes are converted into equity or otherwise
repaid or refinanced.
Mandatory Prepayments
Amounts outstanding under the Credit Agreement will be subject to
mandatory prepayments, subject to customary exceptions, from the
net cash proceeds to KeyW, the Company or any of their respective
subsidiaries from certain asset sales or recovery events.
Certain Covenants and Events of Default
The Credit Agreement contains affirmative and negative covenants
that are customary for credit agreements of this nature. The
negative covenants include, among other things, limitations on
asset sales, mergers and acquisitions, indebtedness, liens,
investments and transactions with affiliates. The Credit
Agreement contains two financial covenants: (i) a maximum total
leverage ratio of consolidated total indebtedness to consolidated
earnings before interest, taxes, depreciation and amortization
and other adjustments described in the Credit Agreement
(consolidated EBITDA) for the trailing four consecutive quarters
of (a) 5.50 to 1.00 for any period ending on or prior to June 30,
2017, (b) 5.00 to 1.00 for any period thereafter ending on or
prior to December 31, 2019, and (c) 4.50 to 1.00 for each fiscal
quarter thereafter; and (ii) a minimum interest coverage ratio of
consolidated EBITDA to consolidated interest expense for the
trailing four consecutive quarters of 3:00 to 1:00.
The Credit Agreement includes customary events of default that
include, among other things, non-payment defaults, inaccuracy of
representations and warranties, covenant defaults, cross default
to material indebtedness, bankruptcy and insolvency defaults,
material judgment defaults, ERISA defaults and a change of
control default. The occurrence of an event of default could
result in the acceleration of the obligations under the Credit
Agreement and cross-default other indebtedness of KeyW.
Certain Relationships
In the ordinary course of their respective businesses, certain of
the lenders and other parties to the Credit Agreement and their
respective affiliates have engaged, and may engage, in commercial
banking, investment banking, financial advisory or other services
with KeyW and any of its affiliates for which they have in the
past and/or may in the future receive customary compensation and
expense reimbursement.
A copy of the Credit Agreement is filed with this Current Report
on Form 8-K as Exhibit 10.1 and is incorporated herein by
reference, and the foregoing description of the Credit Agreement
is qualified in its entirety by reference thereto.
Security Agreement
On April 4, 2017, KeyW entered into a Security Agreement (the
Security Agreement) with the Company, the other signatories
thereto, as grantors, and the Agent, as collateral agent, to
which KeyWs obligations under the Credit Agreement are secured by
a pledge of substantially all of the assets of KeyW, the Company,
and each other grantor, including a pledge of the equity
interests in certain of KeyWs domestic and first-tier foreign
subsidiaries, subject to customary exceptions.
A copy of the Security Agreement is filed with this Current
Report on Form 8-K as Exhibit 10.2 and is incorporated herein by
reference, and the foregoing description of the Credit Agreement
is qualified in its entirety by reference thereto.
Guaranty Agreement
On April 4, 2017, the Company and certain subsidiaries of KeyW
entered into a Guaranty Agreement (the Guaranty Agreement) with
the Agent, to which they guaranteed KeyWs obligations under the
Credit Agreement.
A copy of the Guaranty Agreement is filed with this Current
Report on Form 8-K as Exhibit 10.3 and is incorporated herein by
reference, and the foregoing description of the Credit Agreement
is qualified in its entirety by reference thereto.
| Item 2.01. |
Completion of Acquisition or Disposition of Assets. |
On April 4, 2017, KeyW, a wholly-owned subsidiary of the Company,
completed the previously announced merger (the Merger) of
Sandpiper Acquisition Corporation, a wholly-owned subsidiary of
KeyW, with and into Sotera Holdings Inc., a Delaware corporation
(Sotera), with Sotera surviving the Merger as a wholly-owned
subsidiary of KeyW. to the terms of the Merger Agreement, each
share of Sotera capital stock outstanding immediately prior to
the effective time of the Merger was automatically converted into
the right to receive a portion of the Merger consideration, as
set forth in the Merger Agreement. The Merger consideration
consisted of $235.0 million in cash, subject to certain
adjustments set forth in the Merger Agreement. The Merger
consideration was funded through a combination of cash on hand,
the Term Loan Proceeds and the Revolver Proceeds.
A copy of the Merger Agreement and the Amendment to the Merger
Agreement, dated as of April 3, 2017, are filed with this Current
Report on Form 8-K as Exhibits 2.1 and 2.2, respectively, and are
incorporated herein by reference, and the foregoing description
of the Merger Agreement is qualified in its entirety by reference
thereto.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01. Entry into a
Material Definitive Agreement is incorporated in this Item
2.03 by reference.
| Item 7.01. | Regulation FD Disclosure. |
On April 4, 2017, the Company issued a press release announcing
the completion of KeyWs acquisition of Sotera Defense Solutions,
Inc. A copy of the Companys press release is attached hereto as
Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired
The financial statements required by Item 9.01(a) by amendment no
later than 71 calendar days after the date this initial Current
Report on Form 8-K is required to have been filed by the SEC to
SEC rules.
(b) Pro Forma Financial Information
The Company will furnish any financial statements required by
Item 9.01(b) by amendment no later than 71 calendar days after
the date this initial Current Report on Form 8-K is required to
have been filed by the SEC to SEC rules.
(d) Exhibits
| 2.1* |
Agreement and Plan of Merger, dated as of March 8, 2017, by and among KeyW, Sandpiper Acquisition Corporation, Sotera and Sotera Equity Partners GP LLC |
|
| 2.2 |
Amendment to Agreement and Plan of Merger, dated as of April 3, 2017, by and among KeyW, Sandpiper Acquisition Corporation, Sotera and Sotera Equity Partners GP LLC |
|
| 10.1 |
Credit Agreement, dated as of April 4, 2017, by and among KeyW, as borrower, The KeyW Holding Corporation, the several lenders party thereto, Royal Bank of Canada, as administrative agent and collateral agent , and RBC Capital Markets, as lead arranger and bookrunner. |
|
| 10.2 |
Security Agreement, dated as of April 4, 2017, by and among KeyW, the Company, the other signatories thereto, as grantors, and Royal Bank of Canada, as collateral agent. |
|
| 10.3 |
Guaranty Agreement, dated as of April 4, 2017, by and among KeyW, the Company and certain subsidiaries of KeyW. |
|
| 99.1 | Press Release of the Company, dated April 4, 2017. | |
| * |
All exhibits, appendices and schedules to the Merger Agreement have been omitted to Item601(b)(2) of Regulation S-K.The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
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.
| THE KEYW HOLDING CORPORATION | ||
| By: | /s/ Michael J. Alber | |
| Name: | Michael J. Alber | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: April 6, 2017
EXHIBIT INDEX
| 2.1* |
Agreement and Plan of Merger, dated as of March 8, 2017, by and among KeyW, Sandpiper Acquisition Corporation, Sotera and Sotera Equity Partners GP LLC |
|
| 2.2 |
Amendment to Agreement and Plan of Merger, dated as of April 3, 2017, by and among KeyW, Sandpiper Acquisition Corporation, Sotera and Sotera Equity Partners GP LLC |
|
| 10.1 |
Credit Agreement, dated as of April 4, 2017, by and among KeyW, as borrower, The KeyW Holding Corporation, the several lenders party thereto, Royal Bank of Canada, as administrative agent and collateral agent , and RBC Capital Markets, as lead arranger and bookrunner. |
|
| 10.2 |
Security Agreement, dated as of April 4, 2017, by and among KeyW, the Company, the other signatories thereto, as grantors, and Royal Bank of Canada, as collateral agent. |
|
| 10.3 |
Guaranty Agreement, dated as of April 4, 2017, by and among KeyW, the Company and certain subsidiaries of KeyW. |
|
| 99.1 | Press Release of the Company, dated April 4, 2017. | |
| * |
All exhibits, appendices and schedules to the Merger Agreement have been omitted |
About THE KEYW HOLDING CORPORATION (NASDAQ:KEYW)
The KEYW Holding Corporation (KEYW) is a provider of cybersecurity, cyber superiority and geospatial intelligence solutions to the United States Government defense, intelligence and national security agencies, and commercial enterprises. The Company operates through two segments: Government Solutions and Commercial Cyber Solutions. KEYW’s capabilities include solutions, services and products to support the collection, processing, analysis, use of intelligence data and information in the domains of cyberspace and geospace, and the protection of networks and related infrastructure. It provides a range of engineering services, cybersecurity and analytic products, and integrated platforms that support the intelligence process, including collection, processing, analysis and impact. KEYW’s platforms include various modified commercial turboprop aircraft for imagery and light detection and ranging (LIDAR), collection, products that the Company manufactures, as well as hardware and software. THE KEYW HOLDING CORPORATION (NASDAQ:KEYW) Recent Trading Information
THE KEYW HOLDING CORPORATION (NASDAQ:KEYW) closed its last trading session down -0.02 at 8.81 with 420,289 shares trading hands.