| Item 1.01 | Entry into a Material Definitive Agreement |
ManTech International Corporation (the “Company”) is party to that certain Second Amended and Restated Credit Agreement dated as of August 17, 2017 (as amended, restated, extended, supplemented or otherwise modified prior to the date hereof) by and among the Company, as borrower, Bank of America, as agent, and a syndicate of lenders (the “Existing Credit Agreement”). On July 20, 2021, the Company amended and restated the Existing Credit Agreement and entered into an agreement by and among the Company (as the Borrower), Bank of America, N.A. (as Administrative Agent and L/C Issuer), PNC Bank, National Association (as Swing Line Lender), JP Morgan Chase Bank, N.A., TD Bank, N.A., U.S. Bank National Association and City National Bank (as Co-Documentation Agents), and PNC Capital Markets, LLC, TRUIST Bank, Capital One, National Association, and Citizens Bank, N.A. (as Co-Syndication Agents), and the other lender parties thereto (the “Third Amended and Restated Credit Agreement”).
The Third Amended and Restated Credit Agreement includes credit facilities in an aggregate principal amount of up to $1,100 million, available through (i) a $500 million revolving credit facility (the “Revolving Credit Facility”), which includes a $100 million sublimit for the issuance of standby letters of credit (each a “Letter of Credit”) and a $50 million sublimit for swingline loans (each a “Swingline Loan”), and (ii) a $600 million delayed-draw term loan facility (the “Term Facility,” which, together with the Revolving Credit Facility, comprises the Third Amended and Restated Credit Agreement). Each of the Revolving Credit Facility and the Term Facility matures on July 20, 2026. Under the Term Facility, borrowings are available to be drawn prior to the first anniversary of the Third Amended and Restated Credit Agreement in up to three separate drawings of not less than $50 million.
Under the Third Amended and Restated Credit Agreement, the interest rate for all borrowings under the facility will be set at a variable rate that may change based on the Company’s consolidated net leverage ratio. The Third Amended and Restated Credit Agreement contains the following financial maintenance covenants: (i) a maximum consolidated total leverage ratio of not more than 4.5-1.0, and (ii) a minimum consolidated interest coverage ratio of not less than 2.0-1.0. (However, the Third Amended and Restated Credit Agreement permits up to two “step ups” of the maximum consolidated total leverage ratio from 4.5-1.0 to 5.0-1.0 for four fiscal quarters following any permitted acquisitions by the Company involving consideration in excess of $50 million.) The Third Amended and Restated Credit Agreement includes provisions permitting the Borrower to request increases in the amount of revolving and term loan commitments made available to the Company thereunder, in an aggregate amount not to exceed the sum of (x) the amount of additional indebtedness that would not result in a pro forma consolidated senior secured leverage ratio greater than 3.0-1.0 plus (y) $250 million (subject to various adjustments, conditions and exceptions).
A copy of the Third Amended and Restated Credit Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the preceding description of material terms of the Third Amended and Restated Credit Agreement is qualified in its entirety by reference to the complete document filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
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Exhibit No. | | Description |
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| 10.1 | | Third Amended and Restated Credit Agreement, by and among the Company (as Borrower), Bank of America, N.A. (as Administrative Agent and L/C Issuer), PNC Bank, National Association (as Swing Line Lender), JP Morgan Chase Bank, N.A., TD Bank, N.A., U.S. Bank National Association and City National Bank (as Co-Documentation Agents), and PNC Capital Markets, LLC, TRUIST Bank, Capital One, National Association, and Citizens Bank, N.A. (as Co-Syndication Agents), and the other lender parties thereto, dated July 20, 2021. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
