ICF International, Inc. 8-K

What Happened
ICF International, Inc. (ICFI) and its subsidiary entered into an Amended and Restated Credit Agreement dated April 10, 2026, with PNC Bank as administrative agent and BofA Securities and Wells Fargo Securities as joint lead arrangers. The agreement amends and replaces the company’s prior credit agreement and extends the overall facility maturity to April 10, 2031. The amendment increases the existing term loan capacity and adjusts definitions and covenants, and the Borrowers’ obligations are secured by a first‑priority lien on substantially all assets of the Borrowers and their material U.S. subsidiaries.

Key Details

• Revolving credit facility retained at $600.0 million (includes $100.0M letters‑of‑credit sublimit and $75.0M swingline).
• Term loan increased from $300.0 million to $450.0 million.
• $400.0 million delayed draw term loan facility remains in place.
• Incremental credit capacity increased to the greater of $300.0 million or 100% of Consolidated EBITDA (plus voluntary prepayments of term loans).
• Covenant change: “Consolidated Indebtedness” now nets Unrestricted Cash and the prior leverage covenant was replaced with a Consolidated Net Leverage Ratio capped at 4.50:1 (temporary rise to 5.00:1 for three fiscal quarters after a Material Permitted Acquisition).

Why It Matters
This amendment gives ICF more borrowing flexibility (larger term loan and expanded incremental capacity) and extends the maturity date to 2031, reducing near‑term refinancing pressure. The secured nature of the loans means the credit facility is backed by most of the company’s U.S. assets. The covenant change to a net leverage measure (which nets cash) can provide the company more breathing room compared with a gross leverage test; investors should watch future leverage and cash levels to assess covenant headroom. The full agreement is filed as Exhibit 10.1 to the Form 8‑K.