UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement |
On January 20, 2021, Jacobs Engineering Group Inc., a Delaware corporation (the “Company”), entered into a delayed draw term loan facility with the lenders party thereto, Bank of America, N.A., as administrative agent, Bank of America, N.A., BNP Paribas, TD Bank, N.A. and Wells Fargo Bank, National Associate, as co-syndication agents, The Bank of Nova Scotia, HSBC Bank USA, National Association, National Westminster Bank PLC, PNC Bank, National Association, and U.S. Bank National Association, as documentation agents, and BofA Securities, Inc., BNP Paribas Securities Corp., TD Securities (USA) LLC and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners. Each of Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A. The Bank of Nova Scotia, PNC Bank, National Association, TD Bank, N.A. and US Bank National Association are agents, arrangers and lenders, as the case may be, under the Company’s Second Amended and Restated Credit Agreement, dated March 27, 2019 (as amended from time to time, the “Revolving Credit Agreement”) and the Company’s Term Loan Agreement, dated March 25, 2020 (the “Term Loan Agreement”).
The delayed draw term loan facility matures on the third anniversary of the date of closing of the facility and permits the Company to borrow in U.S. dollars and U.K. pound sterling, in each case, at a base rate or a eurocurrency rate. Depending on the Company’s consolidated leverage ratio, borrowings under the delayed draw term loan facility will bear interest at either a eurocurrency rate plus a margin of between 0.875% and 1.625% or a base rate plus a margin of between 0.00% and 0.625%. From the date that is 90 days after the closing of delayed draw term loan facility, the Company must pay a ticking fee with respect to undrawn commitments under the facility at a rate that will range between 0.80% and 0.225% based on the Company’s leverage ratio.
Under the delayed draw term loan facility, the Company may borrow up to $200,000,000 of U.S. dollar denominated term loans and up to £650,000,000 of U.K. pound sterling denominated term loans. The proceeds of the term loans may be used to fund the acquisition of PA Consulting Group Limited, refinance certain existing indebtedness and pay related transaction costs and expenses.
The delayed draw term loan facility contains affirmative and negative covenants and events of default customary for financings of this type that are consistent with those included in the Revolving Credit Agreement and the Term Loan Agreement.
The foregoing summary of the delayed draw term loan facility does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the delayed draw term loan facility, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
SIGNATURE
Pursuant 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.
| Jacobs Engineering Group Inc. | ||||||
| Date: January 21, 2021 | By: | /s/ Kevin C. Berryman | ||||
| Kevin C. Berryman | ||||||
| President and Chief Financial Officer | ||||||