Current Report Filing (8-k)
10 Avril 2023 - 10:16PM
Edgar (US Regulatory)
0001136294
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0001136294
2023-04-04
2023-04-04
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iso4217:USD
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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 4, 2023
Williams Industrial Services Group Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
|
001-16501 |
|
73-1541378 |
(State or Other Jurisdiction of
Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
200 Ashford Center North, Suite
425
Atlanta, Georgia 30338
(Address of Principal Executive Offices, Zip Code)
Registrant’s telephone number, including
area code: 770-879-4400
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
Common Stock, par value $0.01 per share |
|
WLMS |
|
NYSE American |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company o
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
On
April 4, 2023, Williams Industrial Services Group Inc. (the “Company”) entered into the fifth amendment (the “Term
Loan Amendment”) to its Term Loan, Guarantee and Security Agreement, dated December 16, 2020, by and among the Company
and certain of its subsidiaries as borrowers or guarantors, EICF Agent LLC, as agent for the lenders, and the lenders party thereto (as
amended, the “Term Loan Agreement”), which increased the amount of certain additional interest to be paid by
the Company upon the earlier to occur of certain stated events, including a prepayment or maturity of the loan obligations under the Term
Loan Agreement, from 50% to 60% of the aggregate amount of all delayed draw term loans made under the Term Loan Agreement as of such date.
In
addition, on April 4, 2023, the Company entered into a fee letter (the “Revolving Credit Fee Letter”) with
PNC Bank, National Association (“PNC”), relating to the Revolving Credit and Security Agreement, dated December 16,
2020, by and among the Company and certain of its subsidiaries as borrowers or guarantors, PNC, as agent for the lenders, and the lenders
party thereto (as amended, the “Revolving Credit Agreement”), pursuant to which the Company agreed to pay PNC an additional
exit fee of $600,000, to be paid upon the earlier to occur of certain stated events, including a prepayment or maturity of the loan obligations
under the Revolving Credit Agreement.
The Company expects to include each of the
Term Loan Amendment and the Revolving Credit Fee Letter as an exhibit to a future periodic report, to be filed with the U.S. Securities
and Exchange Commission. The foregoing descriptions do not constitute a complete summary of the terms of the Term Loan Amendment or the
Revolving Credit Fee Letter and are qualified in their entirety by reference to the full text of the respective exhibit.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of
this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: April 10, 2023 |
Williams Industrial Services Group Inc. |
|
|
|
By: |
/s/ Charles E. Wheelock |
|
Charles E. Wheelock |
|
Senior Vice President, Chief Administrative Officer, General Counsel & Secretary |
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