Item 1.01. Entry into a Material Definitive Agreement.
On October 11, 2017, Crawford & Company (the Company), its subsidiaries Crawford & Company Risk Services Investments
Limited, Crawford & Company (Canada) Inc. and Crawford & Company (Australia) Pty. Ltd. (the Company, together with such subsidiaries, as borrowers, the Borrowers), Wells Fargo Bank, National Association, as
administrative agent and a lender (Wells Fargo), Bank of America, N.A., as syndication agent and a lender, Citizens Bank, N.A., as documentation agent and a lender, and the other lenders party thereto, entered into an Amended and
Restated Credit Agreement (the Amended and Restated Credit Agreement), which amended and restated that certain Credit Agreement, dated as of December 8, 2011, by and among, inter alia, the Borrowers, Wells Fargo and the other
lenders from time to time party thereto (as previously amended, the Original Credit Agreement). In connection with the Amended and Restated Credit Agreement, the Company, the Companys guarantor subsidiaries party thereto and Wells
Fargo entered into an Amended and Restated Pledge and Security Agreement (the Amended and Restated Pledge and Security Agreement) and an Amended and Restated Guaranty Agreement ( the Amended and Restated Guaranty Agreement),
each dated as of the date of the Amended and Restated Credit Agreement.
The Amended and Restated Credit Agreement: (i) increases the aggregate
commitments under the Original Credit Agreement from $400.0 million to $450.0 million, without impacting the Companys ability, subject to the satisfaction of certain conditions and its receipt of additional commitments, to exercise its option
to further increase the revolving loan commitments by up to $200.0 million (previously $100.0 million under the Original Credit Agreement); (ii) extends the maturity date under the Amended and Restated Credit Agreement to November 23, 2022
(the maturity date was November 25, 2018 under the Original Credit Agreement); (iii) reduces the interest margin ranges to 1.30% to 2.10% for LIBOR loans (previously 1.50% to 2.25%) and 0.30% to 1.10% for Base Rate loans (previously 0.50%
to 1.25%); (iv) reduces the minimum required fixed charge coverage ratio to 1.10 to 1.00 (previously 1.25 to 1.00); and (v) amends the leverage ratio tests to set a maximum permitted senior secured leverage ratio of 3.25 to 1.00 and set a
maximum permitted total leverage ratio of 4.25 to 1.00, among other things. The Amended and Restated Credit Agreement also made certain technical amendments to the Original Credit Agreement.
The obligations of the Borrowers under the Amended and Restated Credit Agreement are guaranteed by each existing material domestic subsidiary of the Company,
certain other domestic subsidiaries of the Company and certain existing material foreign subsidiaries of the Company that are disregarded entities for U.S. income tax purposes (each such foreign subsidiary, a Disregarded Foreign Entity),
and such obligations are required to be guaranteed by each subsequently acquired or formed material domestic subsidiary and Disregarded Foreign Entity (each, a Guarantor), and the obligations of the Borrowers other than the Company (the
Foreign Borrowers) for which the Company is not the primary obligor are also guaranteed by the Company. In addition, (i) the Borrowers obligations under the Amended and Restated Credit Agreement are secured by a first priority
lien (subject to liens permitted by the Amended and Restated Credit Agreement) on substantially all of the personal property of the Company and the Guarantors as set forth in the Amended and Restated Pledge and Security Agreement 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.
2
The foregoing descriptions of the Amended and Restated Credit Agreement, the Amended and Restated Pledge and
Security Agreement and the Amended and Restated Guaranty Agreement are qualified in their entirety by reference to the Amended and Restated Credit Agreement, the Amended and Restated Pledge and Security Agreement and the Amended and Restated
Guaranty Agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Report and are incorporated herein by reference.
On
October 12, 2017, the Company issued a press release announcing its entry into the Amended and Restated Credit Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.