Maryland (State or other jurisdiction of incorporation) | 001-34891 (Commission File Number) | 27-1594952 (IRS Employer Identification No.) |
¨ | 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)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
• | If the Borrower's Consolidated Total Leverage Ratio (as defined in the Credit Agreement) is greater than 2.25 to 1.00 but less than or equal to 3.00 to 1.00, then the Applicable Rate (as defined in the Credit Agreement) for borrowings under the Amended and Restated Credit Agreement will be 2.75% for Eurodollar Rate Loans (as defined in the Credit Agreement) and 1.75% for Base Rate Loans (as defined in the Credit Agreement) and the Borrower will pay a .400% Commitment Fee (as defined in the Credit Agreement) on unused availability. |
• | If the Borrower's Consolidated Total Leverage Ratio is greater than 3.00 to 1.00 but less than or equal to 3.75 to 1.00, then the Applicable Rate for borrowings under the Credit Agreement will be 3.50% for Eurodollar Rate Loans and 2.50% for Base Rate Loans and the Borrower will pay a 0.500% Commitment Fee for unused availability. |
• | If the Borrower's Consolidated Total Leverage Ratio exceeds 3.75 to 1.00, then the Applicable Rate for Borrowings under the Amended and Restated Credit Agreement will be 4.00% for Eurodollar Rate Loans and 3.00% for Base Rate Loans and the Borrower will pay a 0.625% Commitment Fee for unused availability. |
• | Increasing the maximum Consolidated Senior Leverage Ratio for the quarter ending June 30, 2014 to 4.00 to 1.00, decreasing the same by twenty-five basis points per calendar quarter and through the quarter ending December 31, 2014; and thereafter reducing and setting the maximum Consolidated Senior Leverage Ratio to 3.00:1.00 through the Maturity Date; |
• | Increasing the maximum Consolidated Total Leverage Ratio for the quarter ending June 30, 2014 to 4.00 to 1.00, decreasing the same by twenty-five basis points per calendar quarter and through the quarter ending December 31, 2014; and thereafter reducing and setting the maximum Consolidated Total Leverage Ratio to 3.50 to 1.00 through the Maturity Date; and |
• | Increasing the Consolidated Fixed Charge Coverage Ratio for the period from April 1, 2014 through the Maturity Date to 1.40 to 1.00. |
Item 9.01 | Financial Statements and Exhibits |
Exhibit Number | Description | |
99.1 | Amendment No. 3 to Amended and Restated Credit Agreement, dated as of June 16, 2014 among the KEYW Corporation as Borrower and KEYW Holding Corporation, The Analysis Group, LLC, Everest Technology Solutions, Inc., Hexis Cyber Solutions, Inc., FLI-HI LLC, Sensage, Inc., Poole & Associates, Inc., as Guarantors, the Lenders party thereto and Royal Bank of Canada, as Administrative Agent |
THE KEYW HOLDING CORPORATION | |
(Registrant) | |
/s/ Philip L. Calamia | |
DATE: June 16, 2014 | Philip L. Calamia |
Chief Financial Officer |
Exhibit Number | Description | |
99.1 | Amendment No. 3 to Amended and Restated Credit Agreement, dated as of June 16, 2014 among the KEYW Corporation as Borrower and KEYW Holding Corporation, The Analysis Group, LLC, Everest Technology Solutions, Inc., Hexis Cyber Solutions, Inc., FLI-HI LLC, Sensage, Inc., Poole & Associates, Inc., as Guarantors, the Lenders party thereto and Royal Bank of Canada, as Administrative Agent |