The Davey Tree Expert Company
11/02/2026 | Press release | Distributed by Public on 11/02/2026 14:25
Material Agreement, Financial Obligation (Form 8-K)
| Item 1.01 | Entry into a Material Definitive Agreement |
On October 29, 2026, The Davey Tree Expert Company ("Davey Tree" or the "Company") entered into the Fourth Amendment (the "Credit Agreement Amendment") to the Fifth Amended and Restated Credit Agreement (as amended, the "Credit Agreement"), dated as of July 29, 2024, with the lending institutions party thereto, KeyBank National Association, as administrative agent, and PNC Bank, National Association and Wells Fargo Bank, National Association, as co-syndication agents. Also on October 29, 2026, the Company entered into Amendment No. 6 (the "Sixth Amendment") to its Note Purchase and Private Shelf Agreement, dated September 21, 2018 (as amended, the "Purchase Agreement"), with PGIM, Inc. ("Prudential"), each of the initial purchasers named in the Purchaser Schedule attached to the Purchase Agreement, and each Prudential Affiliate (as defined in the Purchase Agreement) which has become or hereafter becomes a party thereto. Also on October 29, 2026, the Company entered into the Sixteenth Amendment (the "Sixteenth Amendment" and, together with the Credit Agreement Amendment and the Sixth Amendment, the "Amendments") to the Receivables Financing Agreement, dated as of May 9, 2016 (as amended, the "RFA"), by and among Davey Tree, as initial Servicer, Davey Receivables LLC, an Ohio limited liability company, special purpose entity and wholly-owned subsidiary of Davey Tree, as Borrower, and PNC Bank, National Association, as LC Bank, Lender and Administrative Agent, and the other lenders party thereto. The RFA was entered into as part of an accounts receivable securitization program.
The Amendments each revise the financial leverage ratio covenant in the applicable agreement to provide that the maximum leverage ratio will not exceed 4.25 to 1.00 through June 30, 2027, 4.00 to 1.00 from July 1, 2027 through December 31, 2027 and 3.75 to 1.00 thereafter.
The Sixth Amendment also amends the fee rate relating to the Company's leverage ratio to provide for an additional fee of 0.25% per annum on the daily average outstanding principal amount of the Company's outstanding private placement notes if the Company's leverage ratio exceeds 3.00 to 1.00 as of the end of any fiscal quarter, increasing to 0.50% per annum if the leverage ratio exceeds 3.50 to 1.00.
The Credit Agreement Amendment also amends the Secured Overnight Financing Rate margin from a range of .875% to 1.75% to a range of .875% to 2.00%, in each case based on the Company's leverage ratio at the time of such borrowing, and amends the commitment fees on the average daily unused portion of the total revolving credit commitment from a range of .10% to .25% to a range of .10% to .275%, in each case based on the Company's leverage ratio.
The Credit Agreement Amendment and the Sixth Amendment also amend their respective acquisition covenants to require that the Company's pro forma leverage ratio, before and immediately after giving effect to any acquisition, be less than 3.25 to 1.00. If the Company's pro forma leverage ratio is greater than or equal to 3.00 to 1.00 but less than 3.25 to 1.00, aggregate consideration paid for all acquisitions during the preceding twelve-month period shall not exceed $10.0 million. No such limitation applies if the Company's pro forma leverage ratio is less than 3.00 to 1.00.
The Credit Agreement Amendment and the Sixth Amendment also amend their respective restricted payments covenants relating to repurchases redemptions, acquisitions, cancellations and other retirements for value of certain equity interests or to effect the termination of options to purchase such equity interests, in each case, held by current or former directors, officers
and employees (and certain related parties) upon their death, disability, retirement or termination of employment ("repurchases and other retirements"). If the Company's pro forma leverage ratio, after giving effect to the applicable transaction, exceeds 2.75 to 1.00, voluntary repurchases and other retirements are limited to an aggregate maximum cash consideration of $4.0 million in any fiscal year. Mandatory repurchases and other retirements remain permitted without such limitation, provided no event of default exists.
Except as amended by the respective Amendments, the remaining terms of each of the Credit Agreement, the Purchase Agreement and the RFA remain in full force and effect.
The foregoing descriptions of the Amendments do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendments, copies of which are attached as Exhibits 10.1, 10.2 and 10.3 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 an Off-Balance Sheet Arrangement of a Registrant | ||||
See the information set forth in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
The Davey Tree Expert Company published this content on November 02, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 02, 2026 at 20:25 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]