ICFI 8-K: ICF amends credit agreement; extends delayed draw facility, waives default

ICF amends credit agreement; extends delayed draw facility, waives default

ICF International, Inc.

Amends definitions of Consolidated EBITDA, Indebtedness, and Pro-Forma Basis in $600M revolver and $700M term loan facilities.

Delayed Draw Term Loan Availability Period extended from May 6 to November 6, 2023 at no additional fee.

Waived Event of Default caused by failure to control a J.P. Morgan securities account per Security Agreement.

Excluded Accounts definition revised; allows brokerage account for share repurchases up to $10M.

No change to maturity or pricing of existing term loan or revolving credit facility.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ICF International, Inc. amended First Amendment with PNC Bank, National Association (as Administrative Agent, Swingline Loan Lender and Issuing Lender), PNC Capital Markets LLC (as Joint Lead Arranger and Sole Bookrunner), BOFA Securities, Inc., TD Securities (USA) LLC, Wells Fargo Securities, LLC and Citizens Bank, N.A. (as Joint Lead Arrangers and C (effective 2023-05-17).

Action: amendment
Agreement: credit facility
Counterparty: PNC Bank, National Association (as Administrative Agent, Swingline Loan Lender and Issuing Lender), PNC Capital Markets LLC (as Joint Lead Arranger and Sole Bookrunner), BOFA Securities, Inc., TD Securities (USA) LLC, Wells Fargo Securities, LLC and Citizens Bank, N.A. (as Joint Lead Arrangers and C
Effective: 2023-05-17

Exact text from the filing

On May 17, 2023, ICF International, Inc. (the “Company” or “ICF”) and its direct, wholly owned subsidiary, ICF Consulting Group, Inc. (jointly the “Borrowers”), entered into the First Amendment (the “First Amendment”) to the Amended and Restated Credit Agreement (the “Credit Agreement”) dated May 6, 2022 by and among the Borrowers, PNC Bank, National Association (as Administrative Agent, Swingline Loan Lender and Issuing Lender), PNC Capital Markets LLC (as Joint Lead Arranger and Sole Bookrunner), BOFA Securities, Inc., TD Securities (USA) LLC, Wells Fargo Securities, LLC and Citizens Bank, N.A. (as Joint Lead Arrangers and Co-Syndication Agents), and other guarantors and lenders which are party thereto.

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