Huron Consulting Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$HURN
Professional Services
Consumer Discretionary
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
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Item 1.01. Entry into a Material Definitive Agreement.
On July 30, 2025, Huron Consulting Group Inc. (the "Company" or "Huron"), and certain of the Company's subsidiaries entered into a Fourth Amended and Restated Credit Agreement dated as of July 30, 2025 (the "Amended Credit Agreement") by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the lenders identified therein and Bank of America, N.A., as administrative agent and collateral agent, consisting of a $700 million senior secured revolving credit facility (the "Revolver") and a $400 million senior secured term loan facility (the "Term Loan"). The Amended Credit Agreement amends and restates, in its entirety, the Third Amended and Restated Credit Agreement entered into as of November 15, 2022 (as amended and modified, the "Existing Credit Agreement") among the Company, certain of the Company's subsidiaries, the lenders identified therein and Bank of America, N.A., as administrative agent and collateral agent, which consisted of a $600 million senior secured revolving credit facility and a $275 million senior secured term loan facility, which were both scheduled to mature on November 15, 2027. The Amended Credit Agreement provides for, among other items, an extension of the maturity date, an increase to the total borrowing capacity, and improved all-in pricing.
The Amended Credit Agreement established the $700 million Revolver, maturing on July 30, 2030, which includes a $50 million sublimit for issuances of standby letters of credit and a $50 million sublimit for swing line loans. Additionally, the Amended Credit Agreement established the $400 million Term Loan, which was funded in a single advance on the date of the Amended Credit Agreement. The Term Loan is subject to scheduled quarterly amortization payments of $5 million beginning September 30, 2025, through the maturity date of July 30, 2030, at which time the outstanding principal balance and all accrued interest will be due. Subject to customary conditions and the approval of any lender whose commitment would be increased, the Company has the option to increase the revolving credit facility or establish additional term loan facilities in an aggregate amount of up to $500 million plus such additional amounts that would not cause the Consolidated Leverage Ratio (as defined in the Amended Credit Agreement) to exceed 3.00 to 1.00 after giving effect to such increases.
The initial borrowings under the Amended Credit Agreement were used to reduce current borrowings outstanding under the Existing Credit Agreement, and future borrowings under the Amended Credit Agreement may be used for working capital, capital expenditures, share repurchases, permitted acquisitions, and other general corporate purposes.
At the Company's option, borrowings under the Amended Credit Agreement will bear interest at either one, three or six month Term SOFR (as defined in the Amended Credit Agreement) or an alternate base rate, in each case plus the applicable margin. Borrowings will initially bear interest at Term SOFR plus 1.500% per annum, in the case of Term SOFR borrowings, or at the alternate base rate plus 0.500% per annum, in the case of Base Rate loans (as defined in the Amended Credit Agreement). After the date the compliance certificate is required to be received for the quarter ending September 30, 2025, the applicable margin will range between 1.250% per annum and 1.875% per annum, in the case of Term SOFR borrowings, or between 0.250% per annum and 0.875% per annum, in the case of Base Rate loans, based upon the Company's Consolidated Leverage Ratio at such time.
The Company will initially be required to pay a commitment fee of 0.200% per annum on the daily unused amount of the facility and a letter of credit fee of 1.500% per annum on the maximum amount available to be drawn under issued and outstanding letters of credit. After the date the compliance certificate is required to be received for the quarter ending September 30, 2025, the commitment fee rate will range between 0.15% per annum and 0.275% per annum and the letter of credit fee rate will fluctuate between 1.250% per annum and 1.875% per annum, based upon the Company's Consolidated Leverage Ratio.
Amounts borrowed under the Amended Credit Agreement may be prepaid at any time without premium or penalty. The Company is required to prepay the amounts outstanding under the Amended Credit Agreement in certain circumstances, including upon an Event of Default (as defined in the Amended Credit Agreement). In addition, the Company has the right to permanently reduce or terminate the unused portion of the commitments provided under the Amended Credit Agreement at any time.
The loans and obligations under the Amended Credit Agreement are secured pursuant to a Fourth Amended and Restated Security Agreement (the “Amended Security Agreement”) and a Fourth Amended and Restated Pledge Agreement (the “Amended Pledge Agreement”) with Bank of America, N.A. as collateral agent, pursuant to which the Company and the subsidiary guarantors grant Bank of America, N.A., for the ratable benefit of the lenders under the Amended Credit Agreement, a first-priority lien, subject to permitted liens, on substantially all of the personal property assets of the Company and the subsidiary guarantors, and a pledge of 100% of the stock or other equity interests in all domestic subsidiaries and 65% of the stock or other equity interests in each “material first-tier foreign subsidiary” (as defined in the Amended Pledge Agreement) entitled to vote and 100% of the stock or other equity interests in each material first-tier foreign subsidiary not entitled to vote.
The Amended Credit Agreement contains usual and customary representations and warranties; affirmative and negative covenants, which include limitations on liens, investments, additional indebtedness, and restricted payments; two financial covenants: (i) a maximum Consolidated Leverage Ratio (as defined in the Amended Credit Agreement) of 3.75 to 1.00; however the maximum permitted Consolidated Leverage Ratio will increase to 4.25 to 1.00 upon the occurrence of Qualified Acquisition (as defined in the Amended Credit Agreement), and (ii) a minimum Consolidated Interest Coverage Ratio (as defined in the Amended Credit Agreement) of 3.00 to 1.00; usual and customary events of default; and other customary limitations.
In connection with the Amended Credit Agreement, the Company paid certain commitment, arrangement, and other fees to Bank of America, N.A. and other parties to the Amended Credit Agreement, and reimbursed certain of the parties’ expenses.
The foregoing descriptions of the Amended Credit Agreement, Amended Security Agreement, and Amended Pledge Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended Credit Agreement, Amended Security Agreement, and Amended Pledge Agreement, copies of which are attached hereto as Exhibits 10.1, 10.2, and 10.3, respectively, and are incorporated herein by reference.
A copy of the press release announcing the Amended Credit Agreement is being filed as Exhibit 99.1 to this Form 8-K.
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 above is incorporated herein by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Description | |||||||
10.1† | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||
† Pursuant to Regulation S-K 601(a)(5), certain exhibits to this Exhibit have been omitted. The Company agrees to furnish supplementally to the Securities and Exchange Commission, upon its request, a copy of any or all omitted exhibits.
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.
| Huron Consulting Group Inc. | |||||||||||
| (Registrant) | |||||||||||
| Date: | July 31, 2025 | /s/ JOHN D. KELLY | |||||||||
| John D. Kelly | |||||||||||
| Executive Vice President, Chief Financial Officer, and Treasurer | |||||||||||