8-KFiled Jul 15, 8:00 PM ET

Resources Connection, Inc. Enters $30M Revolving Credit Facility

$RGP · RESOURCES CONNECTION, INC.

Research Summary

AI-generated summary of this SEC filing

Updated

Resources Connection, Inc. Enters $30M Revolving Credit Facility

What Happened
Resources Connection, Inc. announced on July 15, 2026 that it entered into a secured Revolving Credit, Guaranty and Security Agreement with PNC Bank, N.A., as agent and a syndicate of lenders. The facility provides revolving loans up to the lesser of $30 million and a borrowing‑base tied to eligible receivables and unbilled receivables (subject to reserves), matures July 15, 2031, and is secured by substantially all assets of the company and its domestic subsidiaries. In connection with the new facility, the company terminated its prior Credit Agreement dated July 2, 2025 (terminated July 13, 2026). The filing also reports a board reclassification: director Roger Carlile was moved from Class III to Class II effective July 10, 2026 (service deemed uninterrupted).

Key Details

  • Facility size: up to the lesser of $30.0M and a borrowing base tied to eligible receivables; uncommitted option to increase by up to $20.0M (available prior to the third anniversary; max two increases).
  • Sublimits: $5.0M for standby letters of credit; $15.0M for swing loans.
  • Pricing: borrower choice of (i) Term SOFR + 1.75%–2.25% or (ii) Alternate Base Rate + 0.75%–1.25%, with margins tied to the company’s Consolidated EBITDA; customary facility fees also apply.
  • Use of proceeds: fees/expenses, working capital, reimbursement under letters of credit, a portion of capital expenditures, and permitted dividends/distributions.
  • Covenants & security: customary covenants (limits on liens, indebtedness, dividends, transactions) and financial covenants (fixed charge coverage ratio and minimum liquidity); lenders can declare defaults and accelerate obligations.
  • Corporate governance note: Roger Carlile reclassified from Class III to Class II (effective July 10, 2026); reappointment is administrative and his service is treated as continuous.

Why It Matters
The new credit facility provides Resources Connection with committed, secured liquidity to support working capital, letters of credit, select capital expenditures and permitted distributions through mid‑2031, while replacing the prior 2025 credit agreement. The security and covenants mean the company has additional borrowing capacity but also accepts restrictions on capital actions and financial ratios; interest costs can vary based on market rates and the company’s EBITDA. Investors should note this increases secured indebtedness on the balance sheet and introduces covenant requirements and default remedies that could affect financial flexibility. The board reclassification is procedural and does not change who serves on the board.