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Subsequent Events
12 Months Ended
Dec. 31, 2019
Subsequent Events [Abstract]  
Subsequent Events

NOTE 22 - SUBSEQUENT EVENTS

Acquisition

On January 13, 2020, the Company, by and through its wholly-owned subsidiary, ICF Incorporated, L.L.C., a Delaware limited liability company, (“ICF Incorporated”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) by and among ICF Incorporated, L.L.C., Incentive Technology Group, LLC, a Virginia limited liability company (“ITG”), Project Lucky Holdings, LLC, a Delaware limited liability company and parent company of ITG (“Lucky”), and Shadi Michelle Branch and Adam Branch (“Equity Holders”). By the terms of the Purchase Agreement, which contains customary representations and warranties, ICF Incorporated will acquire 100% of the membership interests in ITG (the “Acquisition”), which will become a wholly owned subsidiary of ICF Incorporated and an indirect subsidiary of the Company. The Company will pay a base purchase price of $255.0 million (the “Purchase Price”) in cash payable to Lucky, which will distribute the proceeds to the Equity Holders (subject to adjustment as provided in the Purchase Agreement). The Company borrowed on the Credit Facility to provide the initial financing.

At the closing of the Acquisition, on January 31, 2020, the Company (i) held back $2.0 million of the Purchase Price for any applicable post-closing and working capital adjustments to the Purchase Price; and (ii) placed $0.9 million of the Purchase Price into an escrow account for potential indemnification claims relating to breaches of representations, warranties or covenants.

On February 20, 2020, the Company entered into a floating-to-fixed interest rate swap agreement (the “Swap”) for a notional amount of $100.0 million in order to hedge a portion of the Company’s floating rate Credit Facility (which is discussed in Note 11 – Derivative Instruments and Hedging Activities.) Similar to the previous swap agreements that the Company has entered into, this Swap is intended to mitigate the risk of rising interest rates. The Swaps provide a fixed rate of 1.294% per annum on the notional amount. The cash flows from the Swap began February 28, 2020 and end on February 28, 2025.

Dividend

On February 27, 2020, the Company’s board of directors approved a $0.14 per share cash dividend. The dividend will be paid on April 13, 2020 to shareholders of record as of the close of business on March 27, 2020.