UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2019
CACI International Inc
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-31400 | 54-1345888 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | |
1100 N. Glebe Road Arlington, Virginia | | 22201 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (703) 841-7800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| | | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
| | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock | CACI | New York Stock Exchange |
Item 1.01 Entry into a Material Definitive Agreement.
On May 8, 2019, CACI International Inc and certain of its subsidiaries (the “Company”) entered into a tenth amendment (the “Tenth Amendment”) to its Credit Agreement (as amended, restated and modified from time to time prior to the date hereof, the “Credit Agreement”), dated as of October 21, 2010, with the lenders named therein and Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer.
The Tenth Amendment amends the Credit Agreement to, among other things (i) extend the maturity of the Term Loan and Revolving Facility from June 1, 2023 to June 30, 2024 and amend the amortization schedule; (ii) reduce the Applicable Rate and pricing tier thresholds under the Credit Agreement; (iii) reset the accordion feature under the Credit Agreement to $500.0; (iv) replace the Consolidated Fixed Charge Coverage Ratio with the Consolidated Interest Coverage Ratio as a financial maintenance covenant and (v) modify certain covenants and other provisions to provide the Company with additional flexibility.
Capitalized terms not otherwise defined herein have the meanings set forth in the Credit Agreement and the Tenth Amendment.
The foregoing description of the Tenth Amendment does not purport to be complete and is qualified in its entirety by the complete text of the Tenth 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 information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.
Item 9.01 Financial Statement and Exhibits.
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 thereunto duly authorized.
| | CACI International Inc |
| | | |
Date: May 14, 2019 | | By: | /s/ J. William Koegel, Jr. |
| | | J. William Koegel, Jr. |
| | | Executive Vice President, General Counsel and Secretary |
