KBR, INC. : entering into a material definitive agreement, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a holder, disclosure of FD regulations, financial statements and exhibits (Form 8-K)

Item 1.01 Conclusion of a Material Definitive Agreement.

Amendment to Credit Agreement

At November 18, 2021, KBR, Inc. (the “Company”) entered into amendment no.5 (the “Amendment”) to its existing credit agreement, dated April 25, 2018
(as modified by amendment 1, dated November 12, 2018, amendment n ° 2, dated February 7, 2020, amendment n ° 3, dated July 2, 2020, and amendment n ° 4, dated September 14, 2020, the “Existing Credit Agreement”; the Existing Credit Agreement, as modified by the Amendment, the “Credit Agreement”), with Bank of America, NA., as administrative agent, lender of back-up lines and issuer of letters of credit, the lenders who are parties to it and each of the subsidiaries of the Company that is a party to it.

The amendment amended certain provisions of the existing credit agreement to, inter alia, (i) establish an additional £ 122.1 million of term loans contracted by Kellogg Brown & Root Limited, an indirect wholly-owned subsidiary of the Company incorporated under the laws of England and Wales, (ii) reduce the interest rate payable on Term Credit Facility A and the Revolving Credit Facility under the Credit Agreement (collectively, the “Prorated Facilities”) and the commitment fee payable in under the revolving credit facility, (iii) increase capacity and flexibility under certain negative covenants and (iv) allow certain additional additions to EBITDA and netting of unrestricted cash up to a specified limit for the purposes of the calculation of the leverage ratio.

The amendment extended the maturity date of the pro-rated facilities by
February 7, 2025 To November 18, 2026.

As noted above, the Amendment reduced the applicable margin for the pro-rated facilities to a rate ranging from 0.25% to 1.25% for prime rate loans and at a rate ranging from 1.25%. at 2.25% for loans at the euro rate and loans in alternative currencies, based on the consolidated net leverage ratio, as calculated in accordance with the Credit Agreement

The Amendment also provides that the Company, in consultation with BofA Titles (the “Sustainability Coordinator”), shall have the right, in its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance objectives of the Company and of its subsidiaries. The Sustainable Development Coordinator and the Company may modify the Credit Agreement, unless this amendment is contested by lenders holding more than 50% of the commitments under the Credit Agreement, solely for the purpose of incorporating the KPIs of so that certain adjustments, up to a certain cap, to the pricing otherwise applicable to the pro-rated facilities under the Credit Agreement may be made based on the performance of the Company against KPIs.

The foregoing description of the Amendment and the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereof and is incorporated herein. section 1.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The text set out in section 1.01 concerning the terms and conditions of the amendment is incorporated in this section 2.03 by reference.

Article 7.01. FD Regulation Disclosure.

A copy of the Company’s press release, dated November 24, 2021, announcing the completion of the amendment is provided as Exhibit 99.1 hereof and is incorporated by reference herein.

The information contained in this Section 7.01 and in Schedule 99.1 attached hereto will not be considered “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). , or otherwise subject to the responsibilities of this Section, or incorporated by reference in any of the documents filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as is expressly indicated by specific reference in such filing.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits




  10.1       Amendment No. 5 to the Credit Agreement, dated as of November 18,
           2021 with Bank of America, N.A., as administrative agent, swing line
           lender and a letter of credit issuer, the lenders party thereto, and
           each of the subsidiaries of the Company party thereto.
  99.1        KBR, Inc. press release dated November 24, 2021.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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