Crawford & Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On December 2, 2025, Crawford & Company (the “Company”), its subsidiaries Crawford & Company EMEA/AP Management Ltd, Crawford & Company (Canada) Inc. and Crawford & Company (Australia) Pty. Ltd. (the Company, together with such subsidiaries, as borrowers, the “Borrowers”), entered into the Third Amendment (the “Third Amendment”) to the November 5, 2021 Credit Agreement (the “Credit Facility”) with Bank of America, N.A., as the Administrative Agent, the Australian Security Trustee, the UK Security Trustee, Swing Line Lender and an L/C Issuer, and the other L/C Issuers, and other lenders party thereto, as “Lenders.”
The Third Amendment (a) replaces the Prior U.K. Borrower with Crawford & Company EMEA/AP Management Ltd (the “U.K. Borrower”);, (b) releases the Prior U.K. Borrower from its obligations with respect to the Credit Facility and (c) increases the Credit Facility to $500.0 million.
The Credit Facility consists of a $500.0 million revolving credit facility, with a letter of credit sub-commitment of $125.0 million. The Credit Facility contains sublimits of $250.0 million for borrowings by the U.K. Borrower, $125.0 million for borrowings by the Canadian Borrower, and $75.0 million for borrowings by the Australian Borrower. The Credit Facility matures, and all amounts outstanding thereunder, will be due and payable on December 2, 2030.
The obligations of the Borrowers under the Credit Facility are guaranteed by each existing of our material domestic subsidiaries, certain other domestic subsidiaries, and certain existing material foreign subsidiaries that are disregarded entities for U.S. income tax purposes (each such foreign subsidiary, a “Disregarded Foreign Subsidiary”), and such obligations are required to be guaranteed by each subsequently acquired or formed material domestic subsidiary and Disregarded Foreign Subsidiary (each, a “Guarantor”), and the obligations of the Borrowers other than us (“Foreign Borrowers”) for which the Company is not the primary obligor are also guaranteed by us. In addition, (i) the Borrowers’ obligations under the Credit Facility are secured by a first priority lien (subject to liens permitted by the Credit Facility) on substantially all of the personal property of us and the Guarantors as set forth in a Security and Pledge Agreement dated as of November 5, 2021, and (ii) the obligations of the Foreign Borrowers are secured by a first priority lien on 100% of the capital stock of the Foreign Borrowers.
The representations, covenants and events of default in the Credit Facility are customary for financing transactions of this nature, including required compliance with a maximum consolidated leverage ratio and a minimum interest coverage ratio (each as defined below).
The Company has two principal financial covenants in the Credit Facility. The consolidated leverage ratio, defined as the ratio of (i) consolidated total funded debt minus unrestricted cash to (ii) consolidated EBITDA for the four quarter period ending at the end of each fiscal quarter, must not be greater 4.50 to 1.00 at the end of each fiscal quarter. Also, the consolidated interest coverage ratio, defined as the ratio of (a) consolidated EBITDA to (b) consolidated interest expense, must not be less than 2.50 to 1.00 for the four-quarter period ending at the end of each fiscal quarter.
If the Company does not meet the covenant requirements in the future, the Company will be in default under the Credit Facility. Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the Credit Facility and ancillary documents.
The foregoing descriptions of the Third Amendment to Credit Agreement dated December 2, 2025, which contains as Annex A, the conformed version of the Amended and Restated Credit Agreement reflecting the amendments to date, is filed as Exhibit 10.1 to this Report and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation.
The information regarding the Amended and Restated Credit Agreement contained above under Item 1.01 is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| (a) | Exhibits. The following exhibit is filed with this Report: |
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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.
| CRAWFORD & COMPANY | |||
| By: | /s/ Tami E. Stevenson | ||
| Name: | Tami E. Stevenson | ||
| Title: | SVP, General Counsel and Corporate Secretary | ||
Date: December 8, 2025
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