BOWMAN CONSULTING GROUP LTD. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Supporting Documentation (Form 8-K)


Item 1.01. Conclusion of a significant definitive agreement.

Modified and updated credit agreement

On November 11, 2022, Bowman Consulting Group Ltd. (the “Company”) and certain of its subsidiaries have entered into an amended and restated credit agreement (the “amended and restated credit agreement”) with Bank of America, North America. (the “Bank”) which amended and restated in its entirety the previously existing credit agreement between the Company and the Bank dated August 24, 2017, as amended from time to time. In addition, the Company and certain of its subsidiaries have entered into an amended and restated guarantee and pledge agreement dated November 11, 2022with the Bank which amended and restated in its entirety a guarantee agreement (the “Guarantee Agreement”) between the Company and the Bank dated August 24, 2017as amended from time to time.

The Amended and Restated Credit Agreement has an initial term ending
September 30, 2024 and increases the maximum principal amount of the revolving line of credit to $50 million of $25 million under the previous credit agreement. As was the case under the Company’s Prior Credit Agreement, the Company’s obligations under the Amended and Restated Credit Agreement are secured under the Guarantee Agreement by quasi – all of the Company’s assets as well as certain assets of the Company’s subsidiaries. The bonds are also guaranteed by certain subsidiaries of the Company.

The Amended and Restated Credit Agreement requires monthly interest payments on the Revolving Line based on the SOFR term, plus an applicable rate that varies between 2.00% and 2.60% based on the the company’s EBITDA-funded debt (as each is defined in the Amended Agreement and Restated Credit Agreement).

The Amended and Restated Credit Agreement contains customary representations, warranties and covenants that are substantially similar to those in the Prior Credit Agreement, including covenants of indebtedness, investments, liens and restricted payments, as well as the requirement to maintain two financial covenants, a fixed charge coverage ratio and a debt to EBITDA leverage ratio (as defined in the Amended and Restated Agreement).

The above summary of the Amended and Restated Credit Agreement and Guarantee Agreement is qualified in its entirety by reference to the full text of the agreements, copies of which are attached as appendices to this current report. on Form 8-K and are incorporated herein by reference. .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet arrangement of a registrant.

The discussion of the Amended and Restated Credit Agreement set forth in Section 1.01 of this Current Report on Form 8-K is incorporated herein by reference in this Section 2.03.

Item 9.01 Financial statements and supporting documents.


(d) Exhibits.

Exhibit
  No.                                    Description

1.1           Amended and Restated Credit Agreement, dated as of November 11,
            2022, by and among Bowman Consulting Group Ltd., the Guarantors and
            Bank of America,N.A

1.2           Amended and Restated Security and Pledge Agreement, dated as of
            November 11, 2022, by and among Bowman Consulting Group Ltd., Grantors
            and Bank of America,N.A

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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