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Amentum (NYSE: AMTM) restructures $3.99B in term loans and revolver

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Amentum Holdings, Inc. amended its existing credit facilities by entering into a new Credit Agreement that refinances prior borrowings and extends maturities. The agreement adds a new five-year senior secured term loan A facility of $1.400 billion, a senior secured term loan B facility of $1.591 billion and a new five-year senior secured revolving credit facility with commitments of $1.000 billion.

Amentum, Amentum Services and Amentum Technology used the new term loans, together with cash on hand, to repay in full all borrowings and other amounts under the prior credit agreement and to pay related fees and expenses. The term loan A and revolving facilities include a maximum first lien net leverage ratio covenant, while the term loan B has no financial maintenance covenants. All facilities are senior secured and guaranteed by substantially all tangible and intangible assets of Amentum and its wholly owned material domestic restricted subsidiaries.

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Insights

Amentum refinances and extends large secured debt stack with new covenant package.

Amentum replaced its prior credit agreement with a structured package: a $1.400 billion term loan A, a $1.591 billion term loan B, and a $1.000 billion revolving facility. Proceeds repaid the old term loan B and revolver, so this is primarily a refinancing and maturity extension.

The term loan A amortizes more quickly than the term loan B and, together with the revolver, carries a financial maintenance covenant based on a maximum first lien net leverage ratio of 4.50x, stepping to 5.00x for four quarters after certain qualified material acquisitions. The term loan B has no maintenance covenants, which gives flexibility for that tranche but concentrates covenant pressure in the A and revolver.

All facilities are senior secured and guaranteed by substantially all tangible and intangible assets of Amentum and its wholly owned material domestic restricted subsidiaries, which is typical for leveraged corporate structures. Actual impact on interest cost will depend on Amentum’s first lien leverage ratio, which drives the margin ranges disclosed in the agreement.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Term Loan A facility $1.400 billion Aggregate principal amount of new five-year senior secured term loan A
Term Loan B facility $1.591 billion Aggregate principal amount of new senior secured term loan B
Revolving facility commitments $1.000 billion Aggregate commitments under new five-year senior secured revolver
Term Loan A maturity April 24, 2031 Final maturity date of term loan A facility
Term Loan B maturity September 27, 2031 Final maturity date of term loan B facility
Maximum first lien net leverage ratio 4.50 to 1.00 Ongoing maintenance covenant, stepping to 5.00 to 1.00 after certain acquisitions
Term Loan A amortization (initial period) 2.50% annually Of original principal, from September 30, 2026 through June 30, 2028
Term Loan B amortization 1.00% annually Of original principal, in equal quarterly installments prior to maturity
senior secured term loan A facility financial
"a new five-year senior secured term loan A facility in an aggregate principal amount of $1.400 billion"
A senior secured term loan A facility is a bank-style loan where a company borrows a fixed amount and repays it on a set schedule; the loan is backed by specific company assets (secured) and has first claim over those assets ahead of other creditors (senior). For investors it matters because it creates near-term cash obligations, reduces the asset cushion available to equity or junior creditors, and sets repayment and interest priority—like a mortgage that must be paid down first, which affects the company’s financial risk and reward profile.
senior secured term loan B facility financial
"a new senior secured term loan B facility in an aggregate principal amount of $1.591 billion"
A senior secured term loan B facility is a large, fixed-length bank loan that a company borrows against specific assets as collateral and that ranks high in repayment priority if the company runs into financial trouble. Think of it like a long-term mortgage with a higher interest rate, often held by institutional lenders; investors watch it because its size, interest cost and repayment schedule directly affect a company’s financial risk and ability to pay shareholders.
revolving facility financial
"a new five-year senior secured revolving facility with commitments in an aggregate amount of $1.000 billion"
A revolving facility is a bank loan that works like a company credit card: the borrower can draw funds, repay them, and draw again up to a set limit during the agreement period. It matters to investors because it provides short-term cash flexibility for operations, investments, or emergencies, and the cost or availability of that credit can affect a company’s liquidity, interest expenses, and financial stability.
first lien net leverage ratio financial
"requires compliance with a maximum first lien net leverage ratio of 4.50 to 1.00"
First lien net leverage ratio measures how much of a company’s top-priority secured debt remains after using available cash, compared with the company’s recurring cash earnings. Think of it like the size of a primary mortgage relative to your annual take-home pay after you count money in your savings account. Investors use it to judge credit risk and borrowing capacity: a higher ratio suggests greater default risk, tighter financing terms, or covenant pressure.
financial maintenance covenant financial
"the revolving facility include a financial maintenance covenant that requires compliance with a maximum first lien net leverage ratio"
first-priority security interests financial
"secured by perfected first-priority security interests in substantially all tangible and intangible assets"
Understanding 8-K Material Events →
0002011286false00020112862026-04-242026-04-24
 
 
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
  
Amentum_Logo-RGB-Full_Color_H (3).jpg
Amentum Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-42176
 
99-0622272
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
4800 Westfields Blvd., Suite #400
Chantilly, Virginia 20151
(703) 579-0410
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
 
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the
Registrant under any of the following provisions:
 
☐ 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ 
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, $0.01 par value
 
AMTM
 
New York Stock Exchange
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 ☐
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.
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
10.1
First Amendment, dated as of April 24, 2026, among Amentum Holdings, Inc., Amentum Services, Inc.,
Amentum Technology, Inc., the other loan parties party thereto, the lenders party thereto, the issuing
banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.*
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
 

Source: View Original Filing on SEC EDGAR

FAQ

What new credit facilities did Amentum Holdings (AMTM) establish in this 8-K?

Amentum established a new senior secured term loan A of $1.400 billion, a senior secured term loan B of $1.591 billion, and a five-year senior secured revolving credit facility with $1.000 billion in commitments, all under an amended Credit Agreement.

How did Amentum (AMTM) use the proceeds from the new term loans?

Amentum, Amentum Services and Amentum Technology used the term loan proceeds, plus other cash on hand, to repay in full all outstanding borrowings and other amounts under the prior Credit Agreement and to pay related financing fees and expenses.

What are the maturities of Amentum’s new term loans and revolver?

The term loan A facility matures on April 24, 2031, with escalating quarterly amortization. The term loan B facility matures on September 27, 2031. The revolving credit facility also matures on April 24, 2031, aligning the main facilities’ maturity profiles.

What financial covenant applies under Amentum’s amended Credit Agreement?

The term loan A and revolving facilities include a financial maintenance covenant requiring a maximum first lien net leverage ratio of 4.50 to 1.00, stepping up to 5.00 to 1.00 for four quarters after certain qualified material acquisitions, while the term loan B has no maintenance covenants.

How are Amentum’s new credit facilities secured and guaranteed?

Obligations under the Credit Agreement are unconditionally guaranteed on a senior basis by Amentum and its wholly owned material domestic restricted subsidiaries, and are secured by perfected first-priority security interests in substantially all tangible and intangible assets, subject to permitted liens and customary exceptions.

What interest rate structure applies to Amentum’s new credit facilities?

Interest rates are based on benchmark options such as Alternate Base Rate, Term SOFR, and others, plus margins generally ranging from 0.25% to 2.00%, with specific margins and benchmarks depending on the facility and Amentum’s first lien leverage ratio.

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