UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| 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.
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| 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.
| Item 8.01. | Other Events. |
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. |
| (d) | 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. | ||
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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 | ||
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