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Item 1.01
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Entry into a Material Definitive Agreement
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On March 25, 2020, Jacobs Engineering Group Inc., a Delaware corporation (the “Company”), and Jacobs U.K. Limited, its wholly-owned subsidiary (“Jacobs U.K.”), entered into a term loan facility with the lenders party thereto, Bank of America, N.A., as administrative agent, Bank of America, N.A., BNP Paribas and Wells Fargo Bank, N.A., as co-syndication agents, The Bank of Nova Scotia, HSBC Bank USA, National Association, Industrial and Commercial Bank of China Limited, New York Branch, PNC Bank, National Association, TD Bank, N.A., Truist Bank and U.S. Bank National Association, as co-documentation agents, and BofA Securities, Inc., BNP Paribas Securities Corp. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners. Each of Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A. The Bank of Nova Scotia, PNC Bank, National Association, TD Bank, N.A. and US Bank National Association are agents, arrangers and lenders, as the case may be, under the Company’s Second Amended and Restated Credit Agreement, dated March 27, 2019 (the “Revolving Credit Agreement”).
The term loan facility matures on the fifth anniversary of the date of initial funding and permits the Company to borrow in U.S. dollars and Jacobs U.K. to borrow in U.K. pound sterling, in each case, at a base rate or a eurocurrency rate. Depending on the Company’s consolidated leverage ratio, borrowings under the term loan facility will bear interest at either a eurocurrency rate plus a margin of between 0.875% and 1.50% or a base rate plus a margin of between 0.00% and 0.50%.
Under the term loan facility, the Company borrowed an aggregate principal amount of $730,000,000 and Jacobs U.K. borrowed an aggregate principal amount of £250,000,000, in each case, on March 26, 2020. The proceeds of the term loans may be used for general corporate purposes.
The term loan facility contains affirmative and negative covenants and events of default customary for financings of this type that are consistent with those included in the Revolving Credit Agreement.
The foregoing summary of the term loan facility does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the term loan facility, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.