Item 1.01. Entry into a Material Definitive Agreement.
On October 30, 2020, Infrastructure and Energy Alternatives, Inc. (the “Company”) entered into a First Amendment to the Third Amended and Restated Credit and Guarantee Agreement (the “Amendment”), dated as of October 30, 2020, by and among the Company, IEA Intermediate Holdco, LLC (“Intermediate Holdings”), IEA Energy Services LLC (the “Borrower”), the subsidiary guarantors party thereto (the “Subsidiary Guarantors”), Jefferies Finance LLC (“Jefferies”), as administrative agent and as collateral agent, KeyBank National Association (“KeyBank”), as the revolving agent, an issuing bank and a revolving lender, the other revolving lenders and the financial institutions party thereto, as incremental lenders. The Amendment amends the Third Amended and Restated Credit and Guarantee Agreement (the “Credit Agreement”), dated as of May 20, 2019, by and among the Company, Intermediate Holdings, the Borrower, the Subsidiary Guarantors party thereto, Jefferies, KeyBank and the other lenders party thereto.
The Amendment provides for, among other things, an increase in the revolving credit commitments previously available under the Credit Agreement by $25,000,000, bringing the aggregate principal amount of the revolving credit commitments under the Credit Agreement to $75,000,000, upon the terms and subject to the satisfaction of the conditions set forth in the Credit Agreement, as amended by the Amendment.
In addition, the Amendment provides that on and after the Amendment’s effective date and until delivery of the financial statements for the fiscal quarter ended December 31, 2020, as required under the Amendment, the percentage per annum interest rate for revolving loans and swing line loans is, at the Company’s option, (x) LIBOR plus a margin of 2.75% or (y) the applicable base rate plus a margin of 1.75%. Thereafter, for any day, the applicable percentage per annum interest rate for revolving loans and swing line loans is LIBOR or the base rate plus a margin depending upon the Company’s first lien net leverage ratio as of the last day of the most recently ended consecutive four fiscal quarter period, as set forth below:
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First Lien Net Leverage Ratio
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LIBOR Loans
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Base Rate Loans
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Less than 1.00:1.00
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2.50%
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1.50%
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Less than 2.00:1.00 but greater than or equal to 1.00:1.00
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2.75%
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1.75%
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Less than 3.00:1.00 but greater than or equal to 2.00:1.00
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3.00%
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2.00%
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Less than 3.50:1.00 but greater than or equal to 3.00:1.0
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3.25%
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2.25%
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Greater than or equal to 3.50:1.00
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3.50%
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2.50%
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The Amendment also further specifies the unused commitment fee rate. On and after the Amendment’s effective date and until delivery of the financial statements for the fiscal quarter ended December 31, 2020, as required under the Amendment, the rate is 0.40% per annum. Thereafter, for any day, the applicable percentage per annum depends upon the Company’s senior secured net leverage ratio, as set forth below:
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Senior Secured Net Leverage Ratio
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Applicable Unused Commitment Fee Rate
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Less than 1.00:1.00
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0.35%
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Less than 2.00:1.00 but greater than or equal to 1.00:1.0
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0.40%
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Less than 3.00:1.00 but greater than or equal to 2.00:1.00
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0.45%
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Greater than or equal to 3.00:1.00
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0.50%
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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 herewith as Exhibit 10.1 and is incorporated in this Item 1.01 by reference.