RHI
Published on 05/29/2025 at 15:35
On May 28, 2025, Robert Half Inc. entered into a new $100 million dollar credit agreement with Bank of America, N.A. as administrative agent. Borrowings under the 2025 Credit Agreement will bear interest in accordance with the terms of the borrowing, which typically will be calculated according to the Term SOFR Screen Rate plus an applicable margin. The facility?s sole bookrunner and lead arranger was BofA Securities Inc., and the lender is Bank of America, N.A. The Credit Agreement contains customary representations, warranties and affirmative covenants.
The Credit Agreement also contains customary negative covenants, subject to negotiated exceptions on (i) indebtedness, (ii) liens, (iii) significant corporate changes, (iv) dispositions and (v) restricted payments. The Credit Agreement also contains customary events of default, such as payment defaults, bankruptcy and insolvency, the occurrence of a defined change in control, or the failure to observe the negative covenants and certain other covenants related to the operation of the Company?s business. The above description of the Credit Agreement is not complete and is qualified in its entirety by the actual terms of the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
On May 28, 2025, the Company terminated its Credit Agreement, dated as of May 11, 2020 (as amended from time to time, the ?2020 Credit Agreement?), among the Company and certain of its subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent. At the time of termination, the 2020 Credit Agreement provided for up to $100 million of borrowings and the Company had no outstanding borrowings. There were no early termination fees associated with the Company?s termination of the 2020 Credit Agreement.
On May 28, 2025, Protiviti Inc., RH-TM Resources Inc. and Protiviti Government Services Inc. (the ?Guarantors?) entered into a Guaranty (the ?Guaranty?) whereby the Guarantors have agreed to unconditionally guarantee the obligations of the Company under the Credit Agreement.