Amentum Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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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
Date of Report (Date of earliest event reported): April 24, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(703 ) 579-0410
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the
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Emerging Growth Company ☐
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Item 1.01. Entry into a Material Definitive Agreement.
Amended Credit Agreement
On April 24, 2026, Amentum Holdings, Inc., a Delaware corporation (“Amentum”), entered into the First
Amendment (the “First Amendment”), dated as of such date, among Amentum, Amentum Services, Inc., a Delaware
corporation (“Amentum Services”), Amentum Technology, Inc., a Tennessee corporation (“Amentum
Technology”), the other loan parties party thereto, the lenders party thereto, the issuing banks party thereto and
JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), which amends the Credit
Agreement dated as of September 27, 2024 (the “Existing Credit Agreement” and, as amended by the First
Amendment, the “Credit Agreement”), among Amentum, the borrowing subsidiaries from time to time party thereto,
the lenders from time to time party thereto and the Administrative Agent.
The Credit Agreement provides for, among other things, (a) a new five-year senior secured term loan A facility in an
aggregate principal amount of $1.400 billion, (b) a new senior secured term loan B facility in an aggregate principal
amount of $1.591 billion and (c) a new five-year senior secured revolving facility with commitments in an aggregate
amount of $1.000 billion. The new term loan A facility and the new term loan B facility replaced the existing term
loan B facility under the Existing Credit Agreement, and the new revolving facility replaced the existing revolving
facility under the Existing Credit Agreement. Amentum, Amentum Services and Amentum Technology are co-
borrowers under the term facilities.
Amentum, Amentum Services and Amentum Technology used the proceeds of the term facilities, together with
other cash on hand of Amentum and its subsidiaries, to repay in full all outstanding borrowings and other amounts
under the Existing Credit Agreement and to pay fees and expenses related to the financing. Proceeds of the
revolving facility under the Credit Agreement may be used for general corporate purposes. Any repayments and
prepayments of the term facilities may not be reborrowed; repayments of the revolving facility may be reborrowed
prior to the termination thereof.
The term loan A facility will mature on April 24, 2031 and, prior to its scheduled final maturity, will amortize in
quarterly installments in an aggregate annual amount equal to (a) from September 30, 2026 through June 30, 2028,
2.50% of the original principal amount of the loans borrowed thereunder, (b) from September 30, 2028 through June
30, 2030, 5.00% of the original principal amount of the loans borrowed thereunder and (c) for each fiscal quarter
thereafter, 7.50% of the original principal amount of the loans borrowed thereunder. The term loan B facility will
mature on September 27, 2031 and, prior to its scheduled final maturity, will amortize in equal quarterly installments
in an aggregate annual amount equal to 1.00% of the original principal amount of the loans borrowed thereunder.
The revolving facility will mature on April 24, 2031. Borrowings under the revolving facility are available in U.S.
dollars, Canadian dollars, euro and Sterling. A portion of the revolving facility is available for the issuance of letters
of credit in U.S. dollars, Canadian dollars, euro, Sterling and certain other foreign currencies.
The interest rate per annum applicable to the term loan A facility is, at Amentum’s option, equal to either the
Alternate Base Rate (as defined in the Credit Agreement) plus an interest rate margin of 0.25% to 1.00% or the Term
SOFR (as defined in the Credit Agreement) plus an interest rate margin of 1.25% to 2.00%, in each case, based on
Amentum’s first lien leverage ratio. The interest rate per annum applicable to the term loan B facility is, at
Amentum’s option, equal to either the Alternate Base Rate plus an interest rate margin of 0.75% or the Term SOFR
plus an interest rate margin of 1.75%. The interest rate per annum applicable to the revolving facility under the
Credit Agreement is, at Amentum’s option, equal to either the Alternate Base Rate or Canadian Prime Rate (as
defined in the Credit Agreement) plus an interest rate margin of 0.25% to 1.00% or the Term SOFR, Daily Simple
SOFR (as defined in the Credit Agreement), EURIBOR (as defined in the Credit Agreement), Daily Simple SONIA
(as defined in the Credit Agreement) or Term CORRA (as defined in the Credit Agreement) plus an interest rate
margin of 1.25% to 2.00%, in each case, based on Amentum’s first lien leverage ratio.
The Credit Agreement contains customary prepayment rights and customary mandatory prepayments, as well as
customary affirmative and negative covenants that apply to Amentum and its restricted subsidiaries, including
limitations on indebtedness, liens, restricted payments, restricted debt payments, investments, burdensome
agreements, disposition of assets, transactions with affiliates, conduct of business and fundamental changes. The
term loan B facility does not include any financial maintenance covenants. The term loan A facility and the
revolving facility include a financial maintenance covenant that requires compliance with a maximum first lien net
leverage ratio of 4.50 to 1.00, stepping up to 5.00 to 1.00 for four quarters following the consummation of certain
qualified material acquisitions. A breach of the financial maintenance covenant will only result in a default or event
of default with respect to the term loan B facility if the lenders under the term loan A facility and the revolving
facility have, as a result of such breach, demanded repayment of the obligations under the term loan A facility and
the revolving facility or otherwise accelerated such obligations (and terminated the commitments under the
revolving facility) and such demand or acceleration has not been rescinded.
The Credit Agreement contains customary events of default (with customary qualifications, exceptions, grace
periods and notice provisions), including nonpayment of principal, interest, fees or other amounts, defaults under
other agreements, breach of loan documents, breach of representations and warranties, voluntary and involuntary
bankruptcy or appointment of receiver, unsatisfied judgments and attachments, certain ERISA events, change of
control, invalidity of guaranties, collateral documents and other loan documents, and obligations ceasing to
constitute senior indebtedness for purposes of certain subordinated indebtedness.
The obligations of Amentum, Amentum Services, Amentum Technology and any other borrowing subsidiaries
under the Credit Agreement and certain designated cash management obligations, hedging obligations and ancillary
services obligations, are unconditionally guaranteed on a senior basis (subject to customary exceptions) by, and
secured by perfected first-priority security interests (subject to permitted liens and other customary exceptions) in
substantially all tangible and intangible assets of, Amentum and its wholly owned material domestic restricted
subsidiaries.
The foregoing description of the Credit Agreement and the First Amendment does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the full text of the Credit Agreement and the First
Amendment, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
* Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request, provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended, for any schedule or exhibit so furnished. |
SIGNATURES
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.
AMENTUM HOLDINGS, INC. | ||||
Date: April 28, 2026 | By: | /s/ Travis B. Johnson | ||
Name: | Travis B. Johnson | |||
Title: | Chief Financial Officer | |||