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):
October 7, 2022
TETRA TECH, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 0-19655 | | 95-4148514 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer Identification Number) |
3475 East Foothill Boulevard, Pasadena, California 91107
(Address of principal executive office, including zip code)
(626) 351-4664
(Registrant’s telephone number, including area code)
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:
| ¨ | 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)) |
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, $0.01 par value | | TTEK | | The Nasdaq Stock Market LLC |
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 October 7, 2022, Tetra Tech, Inc. (the “Company”) announced that it has entered into an Amendment No. 3 to Second Amended and Restated Credit Agreement, dated as of October 7, 2022 (the “Amendment”), amending that certain Second Amended and Restated Credit Agreement originally dated as of July 30, 2018 among the Company, Tetra Tech Canada Holding Corporation, Tetra Tech UK Holdings Limited (formerly known as Coffey UK Limited), Tetra Tech Coffey Pty., Ltd. (formerly known as Coffey Services Australia Pty. Ltd.), Bank of America, N.A., as Administrative Agent, the subsidiary guarantors and the lenders party thereto (as amended from time to time prior to the date hereof, the “Existing Credit Agreement” and the Existing Credit Agreement, as amended by the Amendment, the “Credit Agreement”). The Credit Agreement is a senior secured, five-year facility that provides for a $250 million term loan facility (the “Term Loan Facility”), a $500 million revolving credit facility (the “Revolving Credit Facility”), and the ability to increase the facility by an additional $300 million at the Company’s request (the “Incremental Commitment”).
The Amendment amends the Existing Credit Agreement to, among other things, (i) allow for the borrowing of $350,000,000 under its Revolving Credit Facility subject only to certain limited conditions to funding for the purpose of funding the Company’s proposed acquisition of RPS Group plc (the “RPS Acquisition”), (ii) permit indebtedness incurred by the Company under that certain Bridge Agreement dated as of September 23, 2022 (the “Bridge Credit Agreement”) and any indebtedness incurred by the Company or its domestic subsidiaries which refinances or replaces the Bridge Credit Agreement and (iii) permit the RPS Acquisition.
The description of the Amendment and the Credit Agreement contained herein is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth under Item 1.01 above is incorporated by reference into this Item 3.03. Pursuant to the terms of the Credit Agreement, the Company’s ability to pay cash dividends on shares of its common stock will be subject to the Company being in compliance with the financial covenants set forth in the Credit Agreement.
The information contained in Items 3.03 and 8.01, and in the accompanying exhibits, shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Current Report, including the exhibits hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
| Item 9.01. | Financial Statements and Exhibits. |
| | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| �� | | |
| | * Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules or exhibits to the Commission or its staff upon request. |
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.
| | TETRA TECH, INC. |
| | |
| Date: October 11, 2022 | By: | /s/ Dan L. Batrack |
| | | Dan L. Batrack |
| | | Chairman and Chief Executive Officer |
