--- schema_version: "secwatch.filing_event.v1" accession: "0000785557-22-000052" form_type: "8-K" ticker: "DLHC" cik: "0000785557" company_name: "DLH Holdings Corp." filed_at: "2022-12-14T23:59:59+00:00" generated_at: "2026-06-21T05:02:22.766162+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # DLH Holdings acquires Grove Resource Solutions for $185M; funds with new $260M credit facility ## Summary - Purchase price: $185M ($178M cash + 526,898 shares of DLHC valued at $7M) for Grove Resource Solutions. - Financed with $190M term loan and $25.2M revolver draw under new $260M credit facility; total debt $215.2M at close. - New credit agreement matures Dec 2027, quarterly principal payments, SOFR-based interest, and leverage covenant (max 4.5x initial). - Grove became a wholly-owned subsidiary of DLH on December 8, 2022; escrow of ~$4.3M plus shares for post-closing adjustments. - 526,898 shares of DLHC issued in a private transaction exempt from registration under Section 4(a)(2). ## SEC filing metadata - accession: 0000785557-22-000052 - form_type: 8-K - ticker: DLHC - cik: 0000785557 - company_name: DLH Holdings Corp. - filed_at: 2022-12-14T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.02, 3.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/785557/000078555722000052/0000785557-22-000052-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/785557/000078555722000052/dlhc-20221208.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000785557-22-000052 - JSON: https://secwatch.observer/filing/0000785557-22-000052.json - Plain text: https://secwatch.observer/filing/0000785557-22-000052.txt ## Key facts - Debt Financings DLH Holdings Corp. incurred credit facility of $190 million with First National Bank of Pennsylvania. - Instrument: credit facility - Principal: $190 million - Counterparty: First National Bank of Pennsylvania - Event: incurrence source text: The Amended and Restated Credit Agreement renews, amends and restates the Prior Credit Agreement in its entirety and provides for a syndicated term loan in an aggregate principal amount of $190 million evidence_url: https://www.sec.gov/Archives/edgar/data/785557/000078555722000052/0000785557-22-000052-index.htm - Debt Financings DLH Holdings Corp. incurred revolving credit of $70 million with First National Bank of Pennsylvania. - Instrument: revolving credit - Principal: $70 million - Counterparty: First National Bank of Pennsylvania - Event: incurrence source text: ubsidiaries, DLH Solutions, Inc., Danya International LLC, Social & Security Systems, Inc., and Irving Burton Associates, LLC (the “Original Borrowers”) entered into an Amended and Restated Credit Agreement (the “Prior Credit Agreement”) with certain lenders, First National Bank of Pennsylvania, as administrative agent (the “Administrative Agent”), and F.N.B. evidence_url: https://www.sec.gov/Archives/edgar/data/785557/000078555722000052/0000785557-22-000052-index.htm - M&A Transactions DLH Holdings Corp. completed an acquisition involving Grove Resource Solutions, LLC for $185 million (closed 2022-12-08). - Action: acquisition - Counterparty: Grove Resource Solutions, LLC - Consideration: $185 million - Closing: 2022-12-08 source text: As described under Item 1.01 of this Current Report on Form 8-K, the Company completed its acquisition of Grove effective on December 8, 2022 for a total purchase price of purchase price of $185 million, comprised of $178 million in cash and $7 million of shares of Common Stock evidence_url: https://www.sec.gov/Archives/edgar/data/785557/000078555722000052/0000785557-22-000052-index.htm - Material Agreements DLH Holdings Corp. amended Second Amended and Restated Credit Agreement with First National Bank of Pennsylvania, as administrative agent, F.N.B. Capital Markets, Manufacturers and Traders Trust Company, Atlantic Union Bank, and the other lenders named therein valued at $190 million term loan and $70 million revolving credit facility (effective 2022-12-08). - Action: amendment - Agreement: credit facility - Counterparty: First National Bank of Pennsylvania, as administrative agent, F.N.B. Capital Markets, Manufacturers and Traders Trust Company, Atlantic Union Bank, and the other lenders named therein - Value: $190 million term loan and $70 million revolving credit facility - Effective: 2022-12-08 source text: On December 8, 2022 (the “Closing Date”), the Original Borrowers, along with Grove (together, the “Borrowers”) entered into a Second Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) together with the Administrative Agent, and F.N.B. Capital Markets, Manufacturers and Traders Trust Company, and Atlantic Union Bank as joint lead arrangers (the “Joint Lead Arrangers”), and the other lenders named therein (collectively, the “Lenders”). evidence_url: https://www.sec.gov/Archives/edgar/data/785557/000078555722000052/0000785557-22-000052-index.htm - Material Agreements DLH Holdings Corp. entered into Purchase Agreement with Grove Resource Solutions, LLC, the equityholders of the Seller, Omega D and D Corporation, and the Representative of the Equityholders valued at $185 million (effective 2022-12-08). - Action: entry - Agreement: equity purchase - Counterparty: Grove Resource Solutions, LLC, the equityholders of the Seller, Omega D and D Corporation, and the Representative of the Equityholders - Value: $185 million - Effective: 2022-12-08 source text: On December 8, 2022, DLH Holdings Corp. (“DLH” or the “Company”) acquired Grove Resource Solutions, LLC (“Grove”) pursuant to an Equity Purchase Agreement dated December 8, 2022 (the “Purchase Agreement”) by and among DLH, Grove, the equityholders of the Seller (the “Equityholders”), Omega D and D Corporation, the sole equityholder of Grove (the “Seller”), and the Representative of the Equityholders. evidence_url: https://www.sec.gov/Archives/edgar/data/785557/000078555722000052/0000785557-22-000052-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.