UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 June 28, 2021, ABM Industries Incorporated (the “Company”) entered into the Fourth Amendment (the “Fourth Amendment”), which amends that certain Credit Agreement, dated September 1, 2017 (as amended by the First Amendment, dated as of July 3, 2018, as further amended by the Second Amendment, dated as of September 5, 2018, as further amended by the Third Amendment, dated as of May 28, 2020 (the “Third Amendment”) and as further amended by the Fourth Amendment, the “Credit Agreement”), among the Company, certain subsidiaries of the Company, the lenders party thereto and Bank of America, N.A., as administrative agent. Capitalized terms used herein, but not otherwise defined, have the meanings provided to them in the Credit Agreement.
Among other things, the Fourth Amendment:
| · | increased the aggregate principal amount of commitments under the existing dollar and multicurrency revolving credit facilities from $800.0 million to $1,300.0 million; |
| · | increased the aggregate principal amount of commitments under the existing term facility in an amount such that, after giving effect thereto, the aggregate principal amount outstanding under the term facility increased from $620.0 million to $650.0 million; |
| · | changed the interest rate, interest margins and commitment fees applicable to loans and commitments under the Credit Agreement; |
| · | extended the maturity date of the revolving credit facilities and the term facility to June 28, 2026; |
| · | amended the definition of Consolidated EBITDA to provide for certain add-backs; |
| · | removed certain restrictions imposed by the Third Amendment, including removal of the anti-cash hoarding provision and limitations restricting the Company’s ability to make acquisitions, share repurchases and other Restricted Payments; |
| · | relaxed certain negative covenant restrictions under the Credit Agreement, including, subject to certain exceptions, depending on the Company’s Total Net Leverage Ratio or Secured Net Leverage Ratio; and |
| · | modified the financial covenants under the Credit Agreement, including (i) increasing the maximum Total Net Leverage Ratio that the Company must maintain not to exceed 5.00:1.00 (subject to (x) increase to 5.50:1.00 following consummation of certain material acquisitions and (y) decrease to 4.00:1.00 during a Collateral Release Period), (ii) adding a new Secured Net Leverage Ratio that the Company must maintain not to exceed 4.00:1.00 (subject to increase to 4.50:1.00 following consummation of certain material acquisitions), (iii) replacing, in certain instances, a maximum Total Net Leverage Ratio with a maximum Secured Net Leverage Ratio, (iv) replacing the minimum Fixed Charge Coverage Ratio with a minimum Interest Coverage Ratio that the Company must maintain of 1.50:1.00 on quarterly basis, and (v) removal of minimum liquidity requirements. |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| ABM INDUSTRIES INCORPORATED | |||
| Dated: June 28, 2021 | By: | /s/ Andrea R. Newborn | |
| Andrea R. Newborn | |||
| Executive Vice President, General Counsel and Secretary |
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