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): August 14, 2024
KBR, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | 001-33146 | 20-4536774 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | | |
| 601 Jefferson Street | |
| Suite 3400 | |
| Houston, | Texas | 77002 | |
| (Address of principal executive offices) | |
Registrant's telephone number including area code: (713) 753-2000
| | | | | | | | |
| Title of each class | Trading symbol | Name of each exchange on which listed |
| Common Stock, $0.001 par value | KBR | New York Stock Exchange |
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 (see General Instruction A.2. below):
☐ 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))
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 August 14, 2024, KBR, Inc. (the “Company”) entered into Amendment No. 13 (the “Amendment”) to its existing Credit Agreement, dated as of April 25, 2018 (as amended by Amendment No. 1, dated as of November 12, 2018, Amendment No. 2, dated as of February 7, 2020, Amendment No. 3, dated as of July 2, 2020, Amendment No. 4, dated as of September 14, 2020, Amendment No. 5, dated as of November 18, 2021, Amendment No. 6, dated as of May 17, 2022, Amendment No. 7, dated as of December 30, 2022, Amendment No. 8, dated as of February 6, 2023, Amendment No. 9, dated as of June 6, 2023, Amendment No. 10, dated as of July 26, 2023, Amendment No. 11, dated as of January 19, 2024, and Amendment No. 12, dated as of February 7, 2024, the “Existing Credit Agreement,” and as further amended by the Amendment, the “Credit Agreement”), with Bank of America, N.A., as administrative agent, the lenders party thereto and each of the subsidiaries of the Company party thereto.
Pursuant to the Amendment, the Existing Credit Agreement was amended to, among other things: (1) provide for an incremental delayed draw term A-2 loan in an aggregate principal amount of $550 million, which will be available for up to 180 days to fund the Company’s pending acquisition of LinQuest Corporation and will mature on August 13, 2027, (2) refinance the aggregate principal amount of $997.5 million outstanding under the Company’s existing term B loan facility with a new term B loan facility in the same aggregate principal amount, with a reduced applicable interest rate per annum of term SOFR plus 2.00% (or base rate plus 1.00%) and the same maturity date of January 19, 2031, and (3) effect additional modifications to the terms and provisions of the Existing Credit Agreement, as further set forth in the Amendment.
The Credit Agreement contains representations and warranties, affirmative and negative covenants, including financial covenants requiring the Company to maintain a minimum interest coverage ratio and not exceed a maximum net leverage ratio, and events of default customary for facilities of this type.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.
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 is incorporated by reference to this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
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| | Amendment No. 13 to the Credit Agreement, dated as of August 14, 2024, with Bank of America, N.A., as administrative agent, the lenders party thereto, the Company and each of the subsidiaries of the Company party thereto. |
| 104 | | Cover Page Interactive Data file (formatted as Inline XBRL) |
SIGNATURE
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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| | KBR, INC. |
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| August 19, 2024 | | /s/ Sonia Galindo |
| | Sonia Galindo |
| | Executive Vice President, General Counsel & Corporate Secretary |
