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  4. [8-K] Everus Construction Group, Inc. Reports Material Event

Everus lifts term loan to $477.5M, cuts margins

ECG refinanced and upsized its term loan and revolver, securing lower interest margins to help fund the Epsilon Industries acquisition and general corporate needs.

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

Rhea-AI Filing Summary

Everus Construction Group, Inc. (ECG) amended its existing credit agreement with JPMorgan Chase Bank and other lenders to refinance and expand both its term loan and revolving credit facilities. The senior secured first lien term loans were increased by $200.0 million to a total of $477.5 million, and the revolving credit commitments were increased by $125.0 million to a total of $350.0 million, with the existing $50.0 million letter-of-credit sublimit deemed outstanding under the new revolver.

The amendment provides more favorable pricing, with Term SOFR-based borrowings now carrying an applicable margin of 1.75%–2.50% (down from 2.00%–2.75%) and base rate borrowings carrying a margin of 0.75%–1.50% (down from 1.00%–1.75%), while undrawn revolver commitment fees now range from 0.25%–0.40% (down from 0.30%–0.45%), all based on the company’s consolidated total net leverage ratio. Proceeds from the new term loans are being used to refinance the prior term loans, fund the previously announced Epsilon Industries acquisition, pay related fees and expenses, and for working capital and other general corporate purposes, with future revolver borrowings available for general corporate uses, including acquisitions and other permitted investments.

Positive

  • Company upsized senior secured term loans to $477.5 million and revolver to $350.0 million, increasing available liquidity to support growth and acquisitions.
  • Amended credit agreement reduces interest margins by 25 bps across both Term SOFR and base rate borrowings and lowers undrawn commitment fees, improving overall financing costs.

Negative

  • Total senior secured first lien term loan balance increased by $200.0 million, adding leverage to the capital structure to help fund the Epsilon Industries acquisition and other uses.

Insights

Analyzing...

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.
Total Term Loans $477.5 million Aggregate principal amount of 2026 Refinancing Term Loans under amended credit agreement
Increase in Term Loans $200.0 million Incremental senior secured first lien term loans added by the amendment
Total Revolving Credit Commitments $350.0 million Aggregate revolving credit commitments after amendment
Increase in Revolving Credit Commitments $125.0 million Additional revolving capacity provided by the amendment
Letter-of-Credit Sublimit $50.0 million Aggregate L/C sublimit deemed outstanding under the new revolving facility
Term SOFR Margin Range 1.75%–2.50% Applicable rate over Term SOFR based on consolidated total net leverage ratio
Base Rate Margin Range 0.75%–1.50% Applicable rate over Base Rate based on consolidated total net leverage ratio
Undrawn Commitment Fee Range 0.25%–0.40% Fees on undrawn revolver commitments after amendment
Term SOFR financial
"borrowings under the Credit Agreement now bear interest, at the Company’s option, at an annual rate equal to (a) adjusted term Secured Overnight Financing Rate, defined in a customary manner (“Term SOFR”)"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
Base Rate financial
"or (b) the base rate ... subject to customary floors (clauses (x) through (z), the “Base Rate”)) plus an applicable rate"
The base rate is the primary interest rate set by a central authority or used as a benchmark for pricing loans, savings and other financial products. Think of it as the anchor in a floating system: when the base rate moves, borrowing costs, corporate financing and consumer spending tend to shift too, which can change company profits and investor returns across the market.
revolving credit commitments financial
"increase the Original Revolving Credit Commitments by an additional $125.0 million for a total aggregate commitment of $350.0 million"
letter-of-credit sublimit financial
"Any outstanding portion of the $50.0 million aggregate letter-of-credit sublimit under the Original Revolving Facility will be deemed outstanding"
A letter-of-credit sublimit is a specific cap inside a loan agreement that limits how much of a borrower’s credit can be used to support letters of credit (bank guarantees used in trade or contracts). Think of it as a separate pocket in a wallet reserved for guarantees: it doesn’t reduce the overall loan ceiling but restricts how much can be tied up as third‑party assurances. Investors care because a tight sublimit can constrain a company’s liquidity, ability to win deals that require guarantees, and its room to manage cash or meet covenants.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing change did ECG announce in this Form 8-K?
Everus Construction Group, Inc. entered into a First Amendment to its credit agreement, refinancing existing facilities and increasing term loans to $477.5 million and revolving credit commitments to $350.0 million, while also improving interest margins and fees.

How much did ECG increase its term loans and revolving credit commitments?
The company increased its senior secured first lien term loans by $200.0 million to a total of $477.5 million and increased the revolving credit commitments by $125.0 million to a total of $350.0 million.

What will ECG use the 2026 Refinancing Term Loans for?
Proceeds from the 2026 Refinancing Term Loans are being used to refinance the original term loans, fund the Epsilon Industries acquisition, pay related fees and expenses, and provide working capital and other general corporate purposes.

How did the interest pricing change under ECG’s amended credit agreement?
Term SOFR-based borrowings now carry an applicable margin of 1.75%–2.50% versus 2.00%–2.75% previously, and base rate borrowings now carry 0.75%–1.50% versus 1.00%–1.75% previously, all tied to the company’s consolidated total net leverage ratio.

What are the new undrawn commitment fees on ECG’s revolving credit facility?
Undrawn commitment fees on the revolving credit facility now range from 0.25% to 0.40%, reduced from 0.30% to 0.45% under the prior agreement, with the exact rate based on the company’s consolidated total net leverage ratio.

How does ECG expect to use borrowings under the new revolving credit commitments?
Borrowings under the 2026 Refinancing Revolving Credit Commitments are expected to be used for general corporate purposes, including the Epsilon Industries acquisition, additional acquisitions, restricted payments, other permitted investments, and other purposes not prohibited by the credit agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0002015845false00020158452026-09-012026-09-01




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): September 1, 2026


Everus Construction Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-4227699-1952207
(State or other jurisdiction of(Commission File Number)(IRS Employer Identification No.)
incorporation or organization)

1730 Burnt Boat Drive
Bismarck, North Dakota 58503
(Address of principal executive offices)
(Zip Code)
(701) 221-6400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

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:
☐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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareECGNew 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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.
On September 1, 2026, Everus Construction Group, Inc. (the "Company") entered into a First Amendment (the "First Amendment") to the Credit Agreement, dated October 31, 2024, by and among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other financial institutions from time to time party thereto (the “Original Credit Agreement” and together with the First Amendment, the "Credit Agreement").
Pursuant to the First Amendment, the Original Credit Agreement was amended to, among other things, (a) refinance the initial senior secured first lien term loans outstanding, together with interest, under the Original Credit Agreement (the "Original Term Loans") in full; (b) increase the Original Term Loans by an aggregate principal amount of $200.0 million for a total aggregate principal amount of $477.5 million (the "2026 Refinancing Term Loans"); (c) refinance the initial senior secured first lien revolving credit commitments outstanding under the Original Credit Agreement (the "Original Revolving Credit Commitments") in full; and (d) increase the Original Revolving Credit Commitments by an additional $125.0 million for a total aggregate commitment of $350.0 million (the "2026 Refinancing Revolving Credit Commitments"). Any outstanding portion of the $50.0 million aggregate letter-of-credit sublimit under the Original Revolving Facility will be deemed outstanding under the 2026 Refinancing Revolving Credit Commitments.
In addition, the First Amendment provides more favorable pricing terms to the Company such that borrowings under the Credit Agreement now bear interest, at the Company’s option, at an annual rate equal to (a) adjusted term Secured Overnight Financing Rate, defined in a customary manner (“Term SOFR”) plus an applicable rate of 1.75% to 2.50% (previously 2.00% to 2.75% under the Original Credit Agreement) based on the Company's consolidated total net leverage ratio (as defined in the Credit Agreement), or (b) the base rate (determined by reference to the highest of (x) the prime rate, (y) the greater of (i) the federal funds effective rate and (ii) the overnight bank funding rate, in each case, plus one-half of 1.00% and (z) the one-month adjusted Term SOFR rate plus 1.00% per annum, subject to customary floors (clauses (x) through (z), the “Base Rate”)) plus an applicable rate of 0.75% to 1.50% (previously 1.00% to 1.75% under the Original Credit Agreement) based on the Company’s consolidated total net leverage ratio. Undrawn commitment fees under the revolving credit facility range from 0.25% to 0.40% (previously 0.30% to 0.45% under the Original Credit Agreement) based on the Company’s consolidated total net leverage ratio.
The proceeds from the 2026 Refinancing Term Loans were made available to the Company, (a) to refinance the Original Term Loans, (b) to fund the Company's previously announced acquisition of Epsilon Industries (the "Epsilon Acquisition"), (c) to pay fees and expenses related thereto and (d) for working capital and other general corporate purposes.
The proceeds of any borrowings under the 2026 Refinancing Revolving Credit Commitments are expected to be used by the Company and its restricted subsidiaries for general corporate purposes, including the Epsilon Acquisition, acquisitions, restricted payments and other permitted investments, and/or for other purpose not prohibited by the Credit Agreement.
In connection with the First Amendment, the Company paid certain customary fees.
Except as described above, the other material terms of the Credit Agreement are substantially the same as the Original Credit Agreement.
The foregoing summary of the First Amendment does not purport to be complete and is subject to and is qualified in its entirety by reference to the First Amendment.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 is incorporated by reference herein.


2

SIGNATURE

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.



EVERUS CONSTRUCTION GROUP, INC.
Date: September 8, 2026By:/s/ Maximillian J Marcy
Name:
Maximillian J Marcy
Title:Vice President, Chief Financial Officer and Treasurer
3

Source: View Original Filing on SEC EDGAR

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