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): February 26, 2025 |
ABM INDUSTRIES INCORPORATED
(Exact name of Registrant as Specified in Its Charter)
Delaware | 1-8929 | 94-1369354 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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One Liberty Plaza 7th Floor |
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New York, New York |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (212) 297-0200 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, $0.01 par value |
| ABM |
| The New York Stock Exchange |
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On February 26, 2025 (the “Closing Date”), ABM Industries Incorporated (“ABM” or the “Company”) entered into the Amended and Restated Credit Agreement (the “Credit Agreement”) among ABM, ABM Aviation UK Limited, a company incorporated and registered in England and Wales as a private company limited by shares and a subsidiary of ABM (“ABM UK”), each of the other subsidiaries of ABM from time to time party thereto (collectively, the “Subsidiary Guarantors” and each, a “Subsidiary Guarantor”), the financial institutions listed on the signature pages thereof as lenders (the “Lenders”) and Bank of America, N.A. as administrative agent and collateral agent for the Lenders (in such capacities, the “Agent”), which amended and restated that certain Credit Agreement, dated as of September 1, 2017 (as amended from time to time prior to the date hereof, the “Original Credit Agreement”), by and among ABM, ABM UK, the Subsidiary Guarantors party thereto, the financial institutions listed on the signature pages thereof and the Agent.
Among other things, the Credit Agreement provides for an aggregate principal amount of commitments under the dollar and multicurrency revolving credit facilities of $1.6 billion and an aggregate principal amount of commitments under the term facility of $600 million, in each case with a five-year term maturing on February 26, 2030.
ABM and ABM UK are the initial borrowers under the Credit Agreement. Subject to certain limitations, ABM has the ability to designate additional borrowers. The obligations under the Credit Agreement are guaranteed by the material, domestic wholly-owned subsidiaries of ABM, and are secured by a pledge of substantially all of the existing and future property and assets of ABM and the guarantors, including a pledge of the capital stock of the wholly owned domestic subsidiaries held by ABM and the guarantors and 65% of the capital stock of the first-tier foreign subsidiaries held by ABM and the guarantors, in each case subject to exceptions.
Borrowings under the Credit Agreement bear interest at a rate equal to an applicable margin that raises based on ABM’s total net leverage ratio plus, at ABM’s option, either (i) Term Secured Overnight Financing Rate “Term SOFR” or (ii) a base rate determined by reference to the highest of (1) the federal funds rate plus 0.50%, (2) the “prime rate” published by Bank of America, N.A. from time to time, and (3) Term SOFR plus 1.00%. Under the terms of the Credit Agreement, ABM will also pay a commitment fee based on the total net leverage ratio, payable quarterly in arrears, ranging from 0.200% to 0.400%.
The Credit Agreement contains certain financial covenants that include a maximum total net leverage ratio of 5.00 to 1.00 and a maximum secured net leverage ratio of 4.00:1:00, in each case subject to certain conditions and exceptions, and a minimum interest coverage ratio of 1.50 to 1.00. In addition, the Credit Agreement includes customary representations and warranties, events of default and negative covenants.
The proceeds of the initial term loans made on the Closing Date were used to refinance the Original Credit Agreement, to pay a portion of the revolving outstanding amount and to pay transaction costs related to the transactions described herein.
A copy of the Credit Agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein. The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information regarding the Credit Agreement set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules and exhibits have been omitted pursuant to Instruction 4 to Item 1.01 of Form 8-K. The Company hereby undertakes to furnish on a supplemental basis a copy of any omitted schedule or exhibit upon request by the Securities and Exchange Commission.
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.
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| ABM INDUSTRIES INCORPORATED |
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Date: | February 28, 2025 | By: | /s/ David R. Goldman |
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| David R. Goldman |
