Item 1.01 Entry into a Material Definitive Agreement.
On June 24, 2021 (the "Amendment Effective Date"), Booz Allen Hamilton Holding
Corporation's wholly-owned subsidiaries Booz Allen Hamilton Inc. (the "Company")
and Booz Allen Hamilton Investor Corporation ("Investor"), and certain
wholly-owned subsidiaries of the Company (the "Subsidiaries" and, together with
Investor, the "Guarantors"), entered into the Eighth Amendment (the "Amendment")
to the Credit Agreement, dated as of July 31, 2012 (as previously amended by the
First Amendment to the Credit Agreement, dated as of August 16, 2013, the Second
Amendment to the Credit Agreement, dated as of May 7, 2014, the Third Amendment
to the Credit Agreement, dated as of July 13, 2016, the Fourth Amendment to the
Credit Agreement, dated as of February 6, 2017, the Fifth Amendment to the
Credit Agreement, dated as of March 7, 2018, the Sixth Amendment to the Credit
Agreement, dated as of July 23, 2018, and the Seventh Amendment to the Credit
Agreement, dated as of November 26, 2019, the "Existing Credit Agreement" and,
as amended, the "Credit Agreement"), among the Company, the Guarantors, Bank of
America, N.A., as Administrative Agent, Collateral Agent, and the other lenders
and financial institutions from time to time party thereto, in order to, among
other things, extend the maturity of the tranche A term loan and revolving
credit facilities, adjust the pricing grid applicable to the tranche A term loan
and revolving credit facilities, and increase the aggregate principal amount of
the revolving credit facility and the letter of credit sublimit thereunder, and
make certain other amendments to the financial covenants and other terms under
the Existing Credit Agreement.
Prior to the Amendment Effective Date, approximately $1,289,764,455.50 of
tranche A term loans (the "Existing Tranche A Term Loans") were outstanding
under the Existing Credit Agreement. Pursuant to the Amendment, certain lenders
under the Existing Credit Agreement converted their Existing Tranche A Term
Loans into a new tranche of tranche A term loans (the "New Refinancing Tranche A
Term Loans") in an aggregate amount, along with the New Refinancing Tranche A
Term Loans advanced by certain new lenders, of approximately $1,289,764,455.50.
The proceeds of the New Refinancing Tranche A Term Loans borrowed on the
Amendment Effective Date were used to prepay in full all of the Existing Tranche
A Term Loans that were not converted into the New Refinancing Tranche A Term
Loans.
Prior to the Amendment Effective Date, approximately $500,000,000.00 of
revolving commitments (the "Existing Revolving Commitments") were outstanding
under the Existing Credit Agreement, with a sublimit for letters of credit of
$100,000,000.00. Pursuant to the Amendment, certain lenders under the Existing
Credit Agreement converted their Existing Revolving Commitments into a new
tranche of revolving commitments (the "New Revolving Commitments" and the
revolving credit loans made thereunder, the "New Revolving Loans") in an
aggregate amount, along with the New Revolving Commitments of certain new
lenders, of $1,000,000,000.00, with a sublimit for letters of credit of
$200,000,000.00.
Under the Amendment, the rate at which the New Refinancing Tranche A Term Loans
and the New Revolving Loans bear interest based either on LIBOR (adjusted for
maximum reserves, and subject to a floor of zero) for the applicable interest
period or a base rate (equal to the highest of (i) the administrative agent's
prime corporate rate, (ii) the overnight federal funds rate plus 0.50% and (iii)
three-month LIBOR (adjusted for maximum reserves, and subject to a floor of
zero) plus 1.00%), in each case plus an applicable margin, payable at the end of
the applicable interest period and in any event at least quarterly. The
applicable margin for the New Refinancing Tranche A Term Loans and the New
Revolving Loans ranges from 1.125% to 2.00% for LIBOR loans and 0.125% to 1.00%
for base rate loans, in each case based on the Company's consolidated total net
leverage ratio. The interest rate applicable to the tranche B term loans is
unchanged. Unused New Revolving Credit Commitments are subject to a quarterly
fee ranging from 0.175% to 0.35% based on the Company's consolidated total net
leverage ratio. The Company has also agreed to pay customary letter of credit
and agency fees.
Under the Amendment, the New Refinancing Tranche A Term Loans and the New
Revolving Commitments will mature on the fifth anniversary of the Amendment
Effective Date.
The New Refinancing Tranche A Term Loans and the New Revolving Commitments will
be secured by the same collateral and guaranteed by the same guarantors as the
existing term loans under the Credit Agreement. Voluntary prepayments of the New
Refinancing Tranche A Term Loans and the New Revolving Loans are permitted at
any time, in minimum principal amounts, without premium or penalty.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the Amendment, which is filed as
Exhibit 10.1 hereto and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 with respect to the New
Refinancing Tranche A Term Loans and the New Revolving Commitments is
incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. Description
10.1 Eighth Amendment to Credit Agreement, dated as of June 24, 2021,
among Booz Allen Hamilton Inc., as Borrower, Booz Allen Hamilton
Investor Corporation, eGov Holdings, Inc. and Aquilent, Inc., as
Guarantors, Bank of America, N.A., as Administrative Agent and
Collateral Agent and the other Lenders and financial institutions from
time to time party thereto.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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