UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 31, 2012
Date of Report (Date of earliest event reported)
Huron Consulting Group Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-50976 | 01-0666114 | ||
| (State or other jurisdiction Of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
550 West Van Buren Street
Chicago, Illinois
60607
(Address of principal executive offices)
(Zip Code)
(312) 583-8700
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry Into a Material Definitive Agreement.
Amendment to Credit Agreement
On August 31, 2012, Huron Consulting Group Inc. (the “Company”) and certain of the Company’s subsidiaries as guarantors entered into an amendment to the credit agreement that was dated April 14, 2011, (the “Amendment”) with a syndicate of financial institutions, including Bank of America, N.A. as lender, administrative agent and collateral agent; and JP Morgan Chase Bank, N.A., PNC Bank, National Association, BMO Harris Bank N.A., KeyBank National Association, Fifth Third Bank, The Northern Trust Company, RBS Citizens, N.A., The PrivateBank and Trust Company, FirstMerit Bank, N.A., Northbrook Bank & Trust Company, Compass Bank, Associated Bank, National Association, The Huntington National Bank, and U.S. Bank, National Association as lenders.
Among other terms, the Amendment:
| • | Increases the term loan from $180.0 million to $202.5 million and increases the revolving line of credit from $150.0 million to $247.5 million; |
| • | Increases the leverage ratio throughout the term and extends the maturity date from April 14, 2016 to August 31, 2017; |
| • | Lowers the interest rate spread by 50 basis points for each pricing tier; |
| • | Increases the acquisition basket to $75 million per transaction and up to $150 million during any 12-month period; |
| • | Modifies the definition of Consolidated EBITDA by extending the period by which charges may be added back from December 31, 2011 to December 31, 2012 that result from the restatement of financial statements for fiscal years 2006 through 2009, net of insurance proceeds and other amounts recouped in connection therewith, up to $8.7 million in fiscal year 2010 and up to $8 million in the aggregate in fiscal years 2011 and 2012; and |
| • | Increases the base amount of the Restricted Payments from $10 million to $50 million. |
All other material terms of the existing credit agreement that was dated April 14, 2011 remain the same and are described in more detail in the Current Report on Form 8-K previously filed on April 19, 2011.
A copy of the Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference herein. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment.
A copy of the press release announcing the Amendment is being filed as Exhibit 99.1 to this Form 8-K.
Joinder Agreement
Also on August 20, 2012, the Company and its wholly-owned subsidiary, LegalSource LLC (“LegalSource”), entered into a Joinder Agreement (the “Joinder Agreement”) with Bank of America, N.A., as administrative agent and collateral agent, to the Company’s credit agreement dated April 14, 2011 (“the Credit Agreement”), to cause LegalSource to become a new guarantor thereunder. The Joinder is required by the terms of the Credit Agreement.
A copy of the Joinder Agreement is attached to this Current Report on Form 8-K as exhibit 10.2 and is incorporated by reference herein. The foregoing description of the Joinder Agreement is qualified in its entirety by reference to the full text of the Joinder Agreement.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On September 4, 2012, the Company announced that James K. Rojas has been appointed to the role of managing director and leader of Strategic Growth and the Advisory business for Huron Legal. This new position is focused on pursuing strategic growth opportunities for the Company’s Legal Consulting segment. Mr. Rojas will join Huron Legal’s leadership team reporting to Shahzad Bashir, executive vice president and head of Huron Legal. His responsibilities will include assisting with the strategic planning and direction of the Company’s new offerings and service lines in the legal marketplace and providing leadership to the Advisory business.
Effective with this appointment, Mr. Rojas will no longer serve as the Company’s chief operating officer. The Company does not intend to fill the role of chief operating officer at the present time. Huron’s chief financial officer, C. Mark Hussey, will assume many of the functional responsibilities previously handled by Mr. Rojas.
A copy of the press release announcing the appointment is being filed as Exhibit 99.2 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Amendment No. 1 to the Credit Agreement, dated as of August 31, 2012, by and among Huron Consulting Group Inc., as the Borrower, certain subsidiaries as Guarantors, the Lenders identified on the signature pages thereto, and Bank of America, N.A., as Administrative Agent for and on behalf of the Lenders. | |
| 10.2 | Joinder Agreement, dated as of August 20, 2012, by and between LegalSource LLC and Bank of America, N.A., as Administrative Agent and Collateral Agent under the Amended and Restated Credit Agreement dated as of April 14, 2011 among Huron Consulting Group Inc., as Borrower, the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A. as Administrative Agent and Collateral Agent. | |
| 99.1 | Press release dated September 4, 2012, announcing the amendment to the credit agreement. | |
| 99.2 | Press release dated September 4, 2012, announcing Huron Legal leadership appointment focused on business expansion. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Huron Consulting Group Inc. | ||
| (Registrant) | ||
| Date: September 4, 2012 |
/s/ C. Mark Hussey | |
| C. Mark Hussey | ||
| Executive Vice President, Chief | ||
| Financial Officer and Treasurer | ||
Exhibit 10.1
AMENDMENT NO. 1
THIS AMENDMENT NO. 1, dated as of August 31, 2012 (this “Amendment”), of the Credit Agreement referenced below by and among HURON CONSULTING GROUP INC., a Delaware corporation, as Borrower, the Guarantors identified herein, the Lenders identified on the signature pages hereto, and BANK OF AMERICA, N.A., as Administrative Agent for and on behalf of the Lenders. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.
W I T N E S S E T H
WHEREAS, a $350 million credit facility consisting of a $150 million revolving credit facility and a $200 million term loan facility has been established in favor of the Borrower pursuant to the terms of that certain Amended and Restated Credit Agreement dated as of April 14, 2011 (as amended and modified, the “Credit Agreement”) by and among Huron Consulting Group Inc., a Delaware corporation, as Borrower, certain subsidiaries of Huron Consulting Group Inc., as Guarantors, the Lenders identified therein and Bank of America, N.A., as Administrative Agent and Collateral Agent;
WHEREAS, the Borrower has requested certain modifications to the terms of the Credit Agreement, including, among other things, an increase in revolving loan commitments and term loan commitments, a reduction in pricing, and an extension of the credit facilities under the Credit Agreement; and
WHEREAS, the Lenders have agreed to the requested amendments on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Modifications in respect of Senior Credit Facilities. The Credit Agreement is, effective as of the Amendment No. 1 Effective Date (as defined below), hereby amended as follows:
1.1 Increase in Commitments under the Revolving Credit Facility. The Aggregate Revolving Committed Amount, as referenced and defined in Section 2.01(a), is being increased from ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) to TWO HUNDRED FORTY SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($247,500,000) and the loans and commitments thereunder reallocated, as provided herein. Schedule 2.01 to the Credit Agreement is amended and restated as attached hereto to give effect to the increase and reallocation of Revolving Commitments.
1.2 Increase in Commitments under the Term Loan Facility. The Term Loan, as referenced in Section 2.01(b), is being increased from ONE HUNDRED EIGHTY MILLION DOLLARS ($180,000,000) to TWO HUNDRED TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($202,500,000) and the interests in the Term Loan thereunder reallocated, as provided herein. Schedule 2.01 to the Credit Agreement is amended and restated as attached hereto to give effect to the increase and reallocation of the Term Loan Commitments.
1.3 Assignment of Interests. The Lenders shall purchase and sell assignment interests in the loans and commitments under the Credit Agreement to give effect to the increase and reallocation of loans and commitments as provided herein and reflected on Schedule 2.01, as revised, attached hereto.
Section 2. Amendment. The Credit Agreement is, effective as of the Amendment No. 1 Effective Date (as defined below), hereby amended as follows:
2.1. In Section 1.01 (Defined Terms), the following terms are added, or amended, to read as follows:
“Aggregate Revolving Commitments” means the Revolving Commitments of all the Lenders. The amount of the Aggregate Revolving Commitments in effect on the Amendment No. 1 Effective Date is Two Hundred Forty Seven Million Five Hundred Thousand Dollars ($247,500,000).
“Amendment No. 1” means Amendment No. 1, dated as of August 31, 2012, to this Credit Agreement.
“Amendment No. 1 Effective Date” means the date on which the conditions to effectiveness for Amendment No. 1 have been met and Amendment No. 1 becomes effective, being August 31, 2012.
“Applicable Percentage” means the following percentages per annum, based upon the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(b):
| Revolving Loans and Term Loan | ||||||||||||||||||
| Pricing |
Consolidated Leverage Ratio |
Eurodollar Rate Loans |
Base Rate Loans |
Letter of Credit Fee |
Commitment Fee |
|||||||||||||
| 5 |
> 2.5:1.0 | 2.25 | % | 1.25 | % | 2.25 | % | 0.35 | % | |||||||||
| 4 |
> 2.0:1.0, but £ 2.5:1.0 | 2.00 | % | 1.00 | % | 2.00 | % | 0.30 | % | |||||||||
| 3 |
> 1.5:1.0, but £ 2.0:1.0 | 1.75 | % | 0.75 | % | 1.75 | % | 0.25 | % | |||||||||
| 2 |
> 1.0:1.0, but £ 1.5:1.0 | 1.50 | % | 0.50 | % | 1.50 | % | 0.20 | % | |||||||||
| 1 |
£ 1.0:1.0 | 1.25 | % | 0.25 | % | 1.25 | % | 0.15 | % | |||||||||
Any increase or decrease in the Applicable Percentage resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 7.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Tier 5 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the first Business Day immediately following the date on which such Compliance Certificate is delivered in accordance with Section 7.02(b). The Applicable Percentage in effect from the Amendment No. 1 Effective Date through the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 7.02(b) for the fiscal quarter ending September 30, 2012 shall be determined based upon Pricing Tier 4. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Percentage for any period shall be subject to the provisions of Section 2.10(b).
“Consolidated EBITDA” means, for any period for the Borrower and its Subsidiaries, the sum of (a) Consolidated Net Income, plus, (b) to the extent deducted in determining such
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Consolidated Net Income, (i) Consolidated Interest Expense, plus (ii) Taxes, plus (iii) depreciation and amortization, plus (iv) non-cash stock and equity-based compensation expense, plus (v) non-cash charges for goodwill impairment and impairment of other acquisition-related intangible assets, plus (minus) (vi) non-cash charges (non-cash gains) resulting from the quarterly valuation of acquisition-related earn-outs and other contingent assets and liabilities pursuant to Statement of Financial Accounting Standards No. 141 (Revised) as it relates to acquisitions completed subsequent to January 1, 2009, plus (vii) for periods ending up to and including June 30, 2010, charges resulting from the settlement of the St. Vincent litigation in an aggregate amount up to $4.8 million, plus (viii) for periods ending up to and including December 31, 2012, charges resulting from the restatement of financial statements for fiscal years 2006 through 2009, net of insurance proceeds and other amounts recouped in connection therewith, up to $8.7 million in fiscal year 2010 and up to $8 million in the aggregate in fiscal years 2011 and 2012, plus (ix) non-cash restructuring charges taken in any period, provided that “Consolidated EBITDA” will be reduced in any subsequent period to the extent that cash payment is made in respect thereof, plus (minus) (x) non cash charges (non-cash gains) from the settlement of the shareholder class action lawsuit, plus (minus) (xi) non-cash losses (non-cash gains) resulting from mark-to-market adjustments or losses (gains) resulting from early termination in respect of interest rate swap and hedging agreements pursuant to Statement of Financial Accounting Standards No. 133, without duplication for any such amounts included in “Consolidated Interest Expense”, plus (minus) (xii) charges relating to the write-off of capitalized costs and expenses or other non-cash losses (gains) relating to the existing senior credit facility on its extinguishment and refinancing, without duplication or other non-cash losses (gains) for any such amounts included in “Consolidated Interest Expense”, plus (xiii) reasonable costs and expenses relating to acquisitions and financing transactions (other than those relating to the existing senior credit facility), or amortization of such expense previously capitalized, of up to $4 million in any such period, and plus (xiv) other non-recurring non-cash charges that do not involve cash payments in future periods as may be approved by the Administrative Agent. Except as otherwise expressly provided, the applicable period shall be the four consecutive fiscal quarters ending as of the date of determination. For purposes of determining the Consolidated Leverage Ratio (including for purposes of determining the applicable pricing level for the Applicable Percentage and for compliance with the maximum Consolidated Leverage Ratio financial covenant), but only for such purposes, Consolidated EBITDA will be made on a Pro Forma Basis.
“Debt Issuance” means the issuance by the Borrower or any of its Subsidiaries of any Funded Indebtedness, other than as permitted under Section 8.03.
“Maturity Date” means (a) as to the Revolving Obligations, the Revolving Termination Date, and (b) as to the Term Loan, August 31, 2017.
“Permitted Acquisition” means an Investment consisting of an Acquisition by the Borrower or any Subsidiary, provided that (a) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (b) the property acquired (or the property of the Person acquired) in such Acquisition is used or useful in the same or a similar line of business as the Borrower and its Subsidiaries were engaged in on the Closing Date (or any reasonable extensions or expansions thereof), (c) in the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (d) in the case of any Acquisition, or series of related Acquisitions, with Acquisition Consideration in excess of $15 million the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that the Loan Parties will be in compliance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which
3
the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to such Acquisition on a Pro Forma Basis, (e) the representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto), (f) if such transaction involves the purchase of an interest in a partnership between any Loan Party as a general partner and entities unaffiliated with the Borrower as the other partners, such transaction shall be effected by having such equity interest acquired by a corporate holding company directly or indirectly wholly-owned by such Loan Party newly formed for the sole purpose of effecting such transaction, (g) the Acquisition Consideration for any such Acquisition, or series of related Acquisitions, shall not exceed $75 million, and (h) the Acquisition Consideration for all such Acquisitions occurring in any period of twelve consecutive months shall not exceed $150 million.
“Revolving Termination Date” means August 31, 2017.
“Term Loan Commitment” means, for each Lender, the commitment of such Lender to make a portion of the Term Loan pursuant to Section 2.01(b), in the principal amount set forth opposite its name on Schedule 2.01; provided that at any time after funding, determinations of “Required Lenders” shall be based on the Outstanding Amount of the Term Loan. The aggregate principal amount of the Term Loan Commitments on the Amendment No. 1 Effective Date is Two Hundred Two Million Five Hundred Thousand Dollars ($202,500,000).
2.2. Section 2.01 is amended and restated to read as follows:
2.01. Loans and Commitments.
(a) Revolving Commitments. Subject to the terms and conditions set forth herein, during the Availability Period, each Lender severally agrees to make loans (each such loan a “Revolving Loan”) to the Borrower in Dollars from time to time; provided that after giving effect to Amendment No. 1, (i) Total Revolving Outstandings shall not exceed TWO HUNDRED FORTY-SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($247,500,000) (as such amount may be increased or decreased in accordance with the provisions hereof, the “Aggregate Revolving Committed Amount”), and (ii) such Lender’s Revolving Commitment Percentage of the aggregate Outstanding Amount of Total Revolving Outstandings shall not exceed such Lender’s Revolving Committed Amount. Revolving Loans may be repaid and reborrowed as provided herein, and may consist of Base Rate Loans, Eurodollar Rate Loans or a combination thereof, as the Borrower may request. On the Amendment No. 1 Effective Date, the Revolving Commitments and Revolving Obligations will be increased and reallocated as shown on Schedule 2.01, as amended and restated pursuant to Amendment No. 1.
(b) Term Loan. The Lenders made a term loan (the “Term Loan”) of Two Hundred Million Dollars ($200,000,000) to the Borrower in Dollars on the Closing Date. As of the Amendment No. 1 Effective Date, principal amortization payments of $20,000,000 have been made on the Term Loan and the outstanding principal balance of the Term Loan immediately prior to the Amendment No. 1 Effective Date is One Hundred Eighty Million Dollars ($180,000,000). On the Amendment No. 1 Effective Date, the Term Loan Commitments shall be increased to Two Hundred Two Million Five Hundred Thousand Dollars ($202,500,000) and the interests of the Lenders in the Term Loan will be reallocated as shown on Schedule 2.01, as amended and restated pursuant to Amendment No. 1. The Term Loan may consist of Base Rate Loans or Eurodollar Rate Loans, or a combination thereof, as further provided herein.
(c) Incremental Loans and Commitments. The Borrower shall have the
4
right, upon at least five Business Days’ prior written notice to the Administrative Agent, to increase the Aggregate Revolving Commitments hereunder, establish new or additional incremental term loan commitments under the Term Loan or establish new or additional term loans hereunder at any time after the Closing Date, subject, however, in any such case, to satisfaction of the following conditions precedent:
(i) the aggregate amount of all such increases during the term of this Agreement after the Amendment No. 1 Effective Date shall not exceed $50,000,000;
(ii) no Default or Event of Default shall exist immediately before or immediately after giving effect to such increase on a Pro Forma Basis (assuming for purposes hereof, that the entire amount of Revolving Commitments, as increased, is fully drawn and funded);
(iii) the establishment of the incremental commitments and the extension of credit thereunder are subject to satisfaction of the conditions to all Credit Extensions in Section 5.02;
(iv) such increase shall be in a minimum amount of $10 million and integral multiples of $1 million in excess thereof (or such lesser amounts as the Administrative Agent may agree);
(v) such increase shall be effective only upon receipt by the Administrative Agent of (x) additional Commitments in a corresponding amount of such requested increase from either existing Lenders and/or one or more banks and other financial institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional Commitment) and (y) documentation from each bank and financial institution providing an additional Commitment evidencing its additional Commitment and its obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent;
(vi) the Administrative Agent shall have received all documents (including resolutions of the board of directors of the Borrower and the Guarantors) it may reasonably request relating to the corporate or other necessary authority for such increase and the validity of such increase and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent;
(vii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such increase on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) and (b);
(viii) if any Eurodollar Rate Loans are outstanding at the time of such increase, the Borrower shall prepay such Eurodollar Rate Loans or convert such Eurodollar Rate Loans to Base Rate Loans (such prepayment or conversion to be subject to Section 3.05) as necessary to give effect to the revised commitment amounts and percentages;
(ix) if any Loans are outstanding at the time of any such increase in loans or commitments, payments and adjustments will be made among the Lenders as necessary to give effect to the revised commitment amounts and percentages;
5
(x) in the case of an increase in the amount of the Term Loan or another term loan established hereunder after the first principal amortization payment date, adjustments will be made to the schedule of amortization payment, as appropriate, to give effect thereto such that payments of principal, interest and other amounts will be made on the same basis as for the underlying term loan and the principal amortization payments made to the holders of the existing underlying term loan will be not less than that which was payable prior to giving effect to the incremental term loan;
(xi) any term loan established hereunder will have a final maturity date that is coterminous with or later than the final maturity date for the Term Loan and an average life-to-maturity on the date of issuance longer than the average life-to-maturity for the Term Loan;
(xii) any new Lender providing loans and commitments must be reasonably acceptable to the L/C Issuer and the Swing Line Lender; and
(xiii) lenders providing loans and commitments for such increase in the Aggregate Revolving Commitments will provide a Lender Joinder Agreement and such other agreements reasonably acceptable to the Administrative Agent.
In connection with establishment of any such incremental loans or commitments hereunder, (1) none of the Lenders or their affiliates shall have any obligation to provide any of the incremental loans or commitments without their prior written approval, (2) neither the Administrative Agent nor any of the Arrangers shall have any responsibility for arranging the incremental loans or commitments without their prior written consent and subject to such conditions, including fee arrangements, as they may provide in connection therewith and (3) Schedule 2.01 will be deemed to be revised to reflect the Lenders, loans, commitments and pro rata shares or percentages after giving effect to establishment thereof.
2.3. In Section 2.07(c) (Repayment of Loans – Term Loan), the amortization schedule is amended to read as shown on Schedule 2.07(c).
2.4. In Section 8.03 (Indebtedness), subsection (i) is amended to read as follows:
(i) unsecured Indebtedness for borrowed money of the Borrower in an aggregate principal amount not to exceed $150 million, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (ii) the Borrower shall deliver a certificate from a Responsible Officer in form and detail reasonably satisfactory to the Administrative Agent confirming the foregoing and demonstrating compliance with the financial covenants after giving effect thereto on a Pro Forma Basis, and (iii) the covenants, terms and conditions of such Indebtedness shall not be more restrictive, in any material respect, than the covenants, terms and conditions hereunder;
2.5. In Section 8.06 (Restricted Payments), subsection (c) is amended to read as follows:
(c) the Borrower may declare and make other Restricted Payments; provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (ii) the Borrower shall deliver a certificate from a
6
Responsible Officer in form and detail reasonably satisfactory to the Administrative Agent confirming the foregoing and demonstrating compliance with the financial covenants after giving effect thereto on a Pro Forma Basis, and (iii) the aggregate amount of such Restricted Payments shall not exceed an amount equal to the sum of (A) $50,000,000 plus (B) 50% of cumulative Consolidated Net Income from the Closing Date, plus (C) 50% of the Net Cash Proceeds from any Equity Issuances.
2.6. Section 8.11(b) (Financial Covenants – Consolidated Leverage Ratio) is amended to read as follows:
(b) Consolidated Leverage Ratio. As of the end of each fiscal quarter, the Consolidated Leverage Ratio will be not greater than:
| Fiscal Quarters | ||||||||
| Fiscal Years | March 31 | June 30 | September 30 | December 31 | ||||
| 2012 |
— | 3.00:1.0 | 3.00:1.0 | 3.00:1.0 | ||||
| 2013 |
3.25:1.0 | 3.00:1.0 | 3.00:1.0 | 3.00:1.0 | ||||
| 2014 |
3.25:1.0 | 3.00:1.0 | 3.00:1.0 | 2.75:1.0 | ||||
| 2015 and after |
3.00:1.0 | 2.75:1.0 | 2.75:1.0 | 2.75:1.0 | ||||
Section 3. Representations and Warranties, No Default. Each of the Loan Parties hereby represents and warrants that as of the Amendment No. 1 Effective Date, after giving effect to the amendments set forth in this Amendment, (i) no Default or Event of Default exists and is continuing, (ii) all representations and warranties contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof, as though made on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such earlier date, (iii) since the date of the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2011, and the related consolidated statements of income or operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, including the notes thereto, there has been no event or circumstance that has had or would reasonably be expected to have a Material Adverse Effect, and (iv) each of the updated disclosure schedules to the Credit Agreement, attached hereto as Exhibit A, are true and correct in all material respects on and as of the Amendment No. 1 Effective Date.
Section 4. Effectiveness. Section 1 of this Amendment shall become effective on the date (such date, if any, the “Amendment No. 1 Effective Date”) that the following conditions have been satisfied:
(i) Consents. The Administrative Agent shall have received (a) signed consents to this Amendment from the Lenders, and (b) executed signature pages hereto from each Loan Party;
(ii) Fees. The Administrative Agent shall have received all fees required to be paid, and all expenses (including the reasonable fees and expenses of legal counsel), on or before the Amendment No. 1 Effective Date;
(iii) Legal Opinions. The Administrative Agent shall have received a favorable legal opinion from Barnes & Thornburg, LLP, counsel to the Loan Parties, covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent;
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(iv) Officer’s Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower dated the Amendment No. 1 Effective Date certifying that (a) all representations and warranties shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date (although any representations and warranties which expressly relate to a given date or period shall be required to be true and correct in all material respects as of the respective date or for the respective period, as the case may be), before and after giving effect to the Borrowing and to the application of the proceeds therefrom, as though made on and as of such date and (b) no Default or Event of Default shall have occurred and be continuing and (c) since the date of the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2011, and the related consolidated statements of income or operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, including the notes thereto, there has been no event or circumstance that has had or would reasonably be expected to have a Material Adverse Effect; and
(v) Closing Certificates. The Administrative Agent shall have received from the Loan Parties certified copies of resolutions and Organization Documents, or “no change” certifications from the deliveries made on the Closing Date, and updated incumbency certificates and specimen signatures, as appropriate.
Section 5. Lender Joinder.
5.1. Each of the Lenders identified on the signature pages hereto as a “New Lender” (a) represents and warrants that it is either a commercial lender, other financial institution or other “accredited” investor (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended) that makes or acquires loans in the ordinary course of business and that it will make or acquire the Loans for its own account in the ordinary course of business; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 7.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (e) agrees that, as of the date hereof, such Lender shall (i) be a party to the Credit Agreement and the other Loan Documents to which Lenders are a party, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, (iii) perform all of the obligations that, by the terms of the Credit Agreement, are required to be performed by it as a “Lender” under the Credit Agreement, (iv) shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents, and (v) ratifies and approves all acts previously taken by the Collateral Agent on such Lender’s behalf; and (f) agrees to waive the borrowing notice provisions of Section 2.02(a) of the Credit Agreement with respect to the advances made by it on the date hereof.
5.2. The Borrower and each of the Guarantors agrees that, as of the date hereof, each of the Lenders identified on the signature pages hereto as a “New Lender” shall (a) be a party to the Credit Agreement and the other Loan Documents to which Lenders are a party, (b) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents and (c) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents.
8
Section 6. Guarantor Acknowledgment. Each Guarantor acknowledges and consents to all of the terms and conditions of this Amendment, affirms its Guaranteed Obligations under and in respect of the Loan Documents and agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge any Guarantor’s obligations under the Loan Documents, except as expressly set forth therein.
Section 7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
Section 8. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS.
Section 9. Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of Moore & Van Allen PLLC.
Section 10. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
Section 11. Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, any other Agent, the Swing Line Agent or the L/C Issuer, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document. Except as expressly set forth herein, each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the validity of the Liens granted by it pursuant to the Collateral Documents. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Amendment No. 1 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement as amended hereby.
[Signature pages follow]
9
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
| BORROWER: | HURON CONSULTING GROUP INC., a Delaware corporation |
|||||
| By: | /s/ C. Mark Hussey |
|||||
| Name: | C. Mark Hussey | |||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||||
| GUARANTORS: | HURON CONSULTING GROUP HOLDINGS LLC, a Delaware limited liability company |
|||||
| By: | /s/ C. Mark Hussey |
|||||
| Name: | C. Mark Hussey | |||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||||
| HURON CONSULTING SERVICES LLC, a Delaware limited liability company |
||||||
| By: | /s/ C. Mark Hussey |
|||||
| Name: | C. Mark Hussey | |||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||||
| HURON MANAGEMENT SERVICES LLC, formerly known as WELLSPRING MANAGEMENT SERVICES LLC, a Delaware limited liability company |
||||||
| By: | /s/ C. Mark Hussey |
|||||
| Name: | C. Mark Hussey | |||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||||
| HURON DEMAND LLC, a Delaware limited liability company |
||||||
| By: | /s/ C. Mark Hussey |
|||||
| Name: | C. Mark Hussey | |||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||||
| HURON TECHNOLOGIES INC., a Delaware corporation |
||||||
| By: | /s/ C. Mark Hussey |
|||||
| Name: | C. Mark Hussey | |||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||||
| LEGALSOURCE LLC, a Delaware limited liability company |
||||||
| By: | /s/ C. Mark Hussey |
|||||
| Name: | C. Mark Hussey | |||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||||
| ADMINISTRATIVE AGENT: | BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent |
|||||
| By: | /s/ Bozena Janociak |
|||||
| Name: | Bozena Janociak | |||||
| Title: | Assistant Vice President | |||||
| LENDERS: | BANK OF AMERICA, N.A., as L/C Issuer, Swing Line Lender and Lender |
|||||
| By: | /s/ David Bacon |
|||||
| Name: | David Bacon | |||||
| Title: | SVP | |||||
| JPMORGAN CHASE BANK, N.A., as Lender |
||||||
| By: | /s/ Joseph W. Lococo |
|||||
| Name: | Joseph W. Lococo | |||||
| Title: | Officer | |||||
| PNC BANK, NATIONAL ASSOCIATION, as Lender |
||||||
| By: | /s/ Jon Hinard |
|||||
| Name: | Jon Hinard | |||||
| Title: | Senior Vice President | |||||
| BMO HARRIS BANK N.A., as Lender |
||||||
| By: | /s/ Marc Pressler |
|||||
| Name: | Marc Pressler | |||||
| Title: | SVP | |||||
| KEYBANK NATIONAL ASSOCIATION, as Lender |
||||||
| By: | /s/ James A. Gelle |
|||||
| Name: | James A. Gelle | |||||
| Title: | Vice President | |||||
| FIFTH THIRD BANK, as Lender |
||||||
| By: | /s/ Brad McDougall |
|||||
| Name: | Brad McDougall | |||||
| Title: | Vice President | |||||
| THE NORTHERN TRUST COMPANY, as Lender |
||||||
| By: | /s/ John Lascody |
|||||
| Name: | John Lascody | |||||
| Title: | Vice President | |||||
| RBS CITIZENS, N.A., as Lender |
||||||
| By: | /s/ R. Michael Newton |
|||||
| Name: | R. Michael Newton | |||||
| Title: | Senior Vice President | |||||
| THE PRIVATEBANK AND TRUST COMPANY, as Lender |
||||||
| By: | /s/ Jim Feldman |
|||||
| Name: | Jim Feldman | |||||
| Title: | Managing Director | |||||
| FIRSTMERIT BANK, N.A., as Lender |
||||||
| By: | /s/ Tim Daniels |
|||||
| Name: | Tim Daniels | |||||
| Title: | Vice President | |||||
| NORTHBROOK BANK & TRUST COMPANY, as Lender |
||||||
| By: | /s/ Nathan Margol |
|||||
| Name: | Nathan Margol | |||||
| Title: | Senior Vice President | |||||
| COMPASS BANK, as a New Lender |
||||||
| By: | /s/ Jeff Bork |
|||||
| Name: | Jeff Bork | |||||
| Title: | Senior Vice President | |||||
| ASSOCIATED BANK, NATIONAL ASSOCIATION, as a New Lender |
||||||
| By: | /s/ Adam F. Lutostanski |
|||||
| Name: | Adam F. Lutostanski | |||||
| Title: | SVP | |||||
| THE HUNTINGTON NATIONAL BANK, as a New Lender |
||||||
| By: | /s/ Lori Cummins-Meyer |
|||||
| Name: | Lori Cummins-Meyer | |||||
| Title: | Vice President | |||||
| U.S. BANK NATIONAL ASSOCIATION, as a New Lender |
||||||
| By: | /s/ Stephanie Lis |
|||||
| Name: | Stephanie Lis | |||||
| Title: | Vice President | |||||
Exhibit A
Updated Disclosure Schedules
Update to Schedule 6.17 - IP Rights
Schedule 6.17
Trademarks:
| Trademark |
Registration or Application Date |
Registration or |
Jurisdiction | |||
| ADAMSGRAYSON | July 31, 2007 | 3271073 | United States | |||
| AEOS | December 20, 2011 | 85/500182 | United States | |||
| AG LOGO | December 18, 2007 | 3354871 | United States | |||
| BOOST-IRB | May 4, 2010 | 3785598 | United States | |||
| CAR | January 25, 2012 | 85/524563 | United States | |||
| CLICK | April 21, 2011 | 4116232 | United States | |||
| CLICK COMMERCE | December 31, 2002 | 2668475 | United States | |||
| DELIVERING VALUE | DRIVING RESULTS | March 9, 2011 | 4127872 | United States | |||
| ECRT | November 13, 2007 | 3335183 | United States | |||
| EFACS | March 8, 2011 | 4143973 | United States | |||
| ERCR | November 2, 2010 | 3869404 | United States | |||
| EXPERIENCE. REDEFINED. | January 27, 2009 | 3566372 | United States | |||
| FVM | May 7, 2009 | 3958433 | United States | |||
| GLASS & ASSOCIATES | January 21, 2003 | 2676492 | United States | |||
| GRANTSXPRESS | December 12, 2011 | 85/493245 | United States | |||
| HURON CONSULTING GROUP Logo | February 3, 2009 | 3568857 | United States | |||
| HURON EDUCATION | March 8, 2011 | 85/261252 | United States | |||
| HURON HEALTHCARE | June 23, 2011 | 4101995 | United States | |||
| HURON LEGAL | March 22, 2011 | 4127935 | United States | |||
| HURON LIFE SCIENCES | March 8, 2011 | 85/261257 | United States | |||
| HURON Logo | May 18, 2010 | 3789634 | United States | |||
| ICA | March 8, 2011 | 3928873 | United States | |||
| IMPACT | February 3, 2010 | 3948929 | United States | |||
| LEGALSOURCE | August 19, 2003 | 2752542 | United States | |||
| LEGALSOURCE LEGAL STAFFING SOLUTIONS | January 14, 2003 | 2674126 | United States | |||
| LES | August 2, 1994 | 1848333 | United States | |||
| MOR | September 20, 1994 | 1855342 | United States | |||
| ONTRAC | October 23, 2001 | 2499555 | United States | |||
| PATIENT PROGRESSION | March 8, 2005 | 2930834 | United States | |||
| PATIENTONTRAC | August 19, 2008 | 3490156 | United States |
| Trademark |
Registration or |
Registration or Application No. |
Jurisdiction | |||
| PORTFOLIO PROCUREMENT METHODOLOGY | July 8, 2008 | 3463180 | United States | |||
| R3CON | December 8, 2010 | 4002028 | United States | |||
| RAMP | July 15, 2008 | 3467414 | United States | |||
| REVENUE ASCENT | March 8, 2011 | 85/261262 | United States | |||
| SOFTWARE FOR THE BUSINESS OF RESEARCH | April 21, 2011 | 4116231 | United States | |||
| STOCKAMP | March 8, 2005 | 2930970 | United States | |||
| TRAC | October 5, 1999 | 2282743 | United States | |||
| V3LOCITY | September 8, 2009 | 3680440 | United States | |||
| V3LOCITY logo | October 21, 2008 | 3519477 | United States | |||
| WEBRIDGE | April 9, 2002 | 2558029 | United States | |||
| WELLSPRING PARTNERS | August 10, 2010 | 3830771 | United States | |||
| WELLSPRING STOCKAMP HURON HEALTHCARE LOGO | March 9, 2010 | 3986679 | United States | |||
| YOUR MISSION | OUR SOLUTIONS | May 13, 2010 | 3988380 | United States | |||
| CLICK COMMERCE | July 29, 2010 | 1490588 | Canada | |||
| HURON CONSULTING | August 13, 2010 | 5346042 | Japan | |||
| HURON CONSULTING GROUP Logo | December 17, 2010 | 5377231 | Japan | |||
| HURON CONSULTING GROUP Logo | June 1, 2012 | 10934123 | CTM | |||
| HURON CONSULTING GROUP | December 18, 2003 | 002700763 | CTM | |||
| HURON CONSULTING GROUP | August 13, 2010 | 5346041 | Japan | |||
| HURON CONSULTING GROUP | November 24, 2008 | 104470 | Jordan | |||
| HURON CONSULTING GROUP | November 24, 2008 | 104471 | Jordan | |||
| HURON CONSULTING GROUP | November 24, 2008 | 104772 | Jordan | |||
| HURON CONSULTING GROUP | November 24, 2008 | 104774 | Jordan | |||
| HURON CONSULTING GROUP | December 22, 2008 | 55247 | Qatar | |||
| HURON CONSULTING GROUP | December 22, 2008 | 55248 | Qatar | |||
| HURON CONSULTING GROUP | December 22, 2008 | 55249 | Qatar | |||
| HURON CONSULTING GROUP | December 22, 2008 | 55250 | Qatar | |||
| HURON CONSULTING GROUP Logo | June 7, 2012 | 57080/2012 | Switzerland | |||
| HURON CONSULTING GROUP | November 30, 2008 | 123123 | United Arab Emirates | |||
| HURON CONSULTING GROUP | November 30, 2008 | 123124 | United Arab Emirates | |||
| HURON CONSULTING GROUP | November 30, 2008 | 123125 | United Arab Emirates | |||
| HURON CONSULTING GROUP | November 30, 2008 | 123126 | United Arab Emirates | |||
| HURON CONSULTING GROUP | May 17, 2002 | 2300773 | United Kingdom | |||
| HURON | June 1, 2012 | 10934057 | CTM | |||
| HURON | December 18, 2003 | 002700946 | CTM | |||
| HURON | November 24, 2008 | 104124 | Jordan | |||
| HURON | November 24, 2008 | 104125 | Jordan | |||
| HURON | November 24, 2008 | 104126 | Jordan | |||
| HURON | November 24, 2008 | 104127 | Jordan | |||
| HURON | December 22, 2008 | 55243 | Qatar | |||
| HURON | December 22, 2008 | 55244 | Qatar | |||
| HURON | December 22, 2008 | 55245 | Qatar | |||
| HURON | December 22, 2008 | 55246 | Qatar | |||
| HURON | December 28 2009 | 1122/61 | Saudi Arabia | |||
| HURON | October 10, 2009 | 1098/3 | Saudi Arabia | |||
| HURON | October 10, 2009 | 1098/4 | Saudi Arabia | |||
| HURON | October 10, 2009 | 1098/5 | Saudi Arabia | |||
| HURON | June 7, 2012 | 57079/2012 | Switzerland | |||
| HURON | November 30, 2008 | 123119 | United Arab Emirates | |||
| HURON | November 30, 2008 | 123120 | United Arab Emirates | |||
| HURON | November 30, 2008 | 123121 | United Arab Emirates | |||
| HURON | November 30, 2008 | 123122 | United Arab Emirates | |||
| HURON | May 17, 2002 | 2300774 | United Kingdom | |||
| ICA | January 7, 2009 | 006946388 | CTM |
| THE HURON GROUP |
May 27, 2009 | 006323273 | CTM | |||
| THE HURON GROUP |
October 4, 2007 | 1608063 | India | |||
| THE HURON GROUP |
May 29, 2008 | 896116 | Mexico | |||
| THE HURON GROUP |
October 16,2008 | 896162 | Mexico | |||
| THE HURON GROUP |
May 7, 2009 | 896168 | Mexico | |||
| THE HURON GROUP |
May 29, 2008 | 896170 | Mexico | |||
| V3LOCITY |
June 11, 2009 | 006382451 | CTM | |||
| V3LOCITY |
November 12, 2007 | 1620252 | India | |||
| V3LOCITY A HURON SOLUTION |
January 7, 2009 | 006591978 | CTM | |||
| V3LOCITY A HURON SOLUTION |
January 24, 2008 | 1645465 | India |
Copyrights:
| Title |
Status |
Date |
Jurisdiction | |||
| Effort Certification & Reporting Technology (ECRT) |
Registered TX0006406659 | January 27, 2006 | United States | |||
| ONTRAC Version. 1.5. |
Registered TXU000912528 | September 25, 2009 | United States | |||
| STAT Worklist – IV: Cleveland |
Registered TXU000912533 | September 25, 2009 | United States | |||
| Clinic Foundation TRAC Version 2.7 |
Registered TXU000912527 | September 25, 2009 | United States | |||
| ECRT v.3.0.1 - U.S. Copyright |
Registered TX0007247956 | April 6, 2010 | United States | |||
| Healthcare Compliance Professional’s Guide To Clinical Trials |
TX0007411723 | October 20, 2008 | United States | |||
| Loss Reserve Model v. 24.0 |
TXU001577052 | May 21, 2008 | United States | |||
Patents:
None.
| Huron Consulting Group Inc. |
Schedule 2.01 | |||||||||||
| Amendment No. 1 |
Schedule of Lenders and Commitments | |||||||||||
| Before Giving Effect to the Amendment |
Changes in Revolving Commitments Pursuant to the Amendment |
After Giving Effect to the Amendment |
||||||||||||||||||||||
| Lenders |
Revolving Commitments |
Percent | Revolving Commitments |
Percent | Revolving Commitments |
Percent | ||||||||||||||||||
| Bank of America, N.A. |
$ | 29,785,714.27 | 19.857142847 | % | $ | 11,464,285.73 | 11.758241774 | % | $ | 41,250,000.00 | 16.666666667 | % | ||||||||||||
| JPMorgan Chase Bank, N.A. |
27,857,142.86 | 18.571428573 | % | 7,892,857.14 | 8.095238092 | % | 35,750,000.00 | 14.444444444 | % | |||||||||||||||
| KeyBank National Association |
14,357,142.86 | 9.571428573 | % | 7,642,857.14 | 7.838827836 | % | 22,000,000.00 | 8.888888889 | % | |||||||||||||||
| PNC Bank, National Association |
14,357,142.86 | 9.571428573 | % | 7,642,857.14 | 7.838827836 | % | 22,000,000.00 | 8.888888889 | % | |||||||||||||||
| BMO Harris Bank N.A. |
14,357,142.86 | 9.571428573 | % | 4,892,857.14 | 5.018315015 | % | 19,250,000.00 | 7.777777778 | % | |||||||||||||||
| Fifth Third Bank |
12,857,142.86 | 8.571428573 | % | 6,392,857.14 | 6.556776554 | % | 19,250,000.00 | 7.777777778 | % | |||||||||||||||
| RBS Citizens, N.A. |
8,571,428.57 | 5.714285713 | % | 7,928,571.43 | 8.131868133 | % | 16,500,000.00 | 6.666666667 | % | |||||||||||||||
| Compass Bank |
11,000,000.00 | 11.282051282 | % | 11,000,000.00 | 4.444444444 | % | ||||||||||||||||||
| The Northern Trust Company |
8,571,428.57 | 5.714285713 | % | 2,428,571.43 | 2.490842492 | % | 11,000,000.00 | 4.444444444 | % | |||||||||||||||
| Associated Bank, National Association |
8,250,000.00 | 8.461538462 | % | 8,250,000.00 | 3.333333333 | % | ||||||||||||||||||
| FirstMerit Bank, N.A. |
6,428,571.43 | 4.285714287 | % | 1,821,428.57 | 1.868131867 | % | 8,250,000.00 | 3.333333333 | % | |||||||||||||||
| The Huntington National Bank |
8,250,000.00 | 8.461538462 | % | 8,250,000.00 | 3.333333333 | % | ||||||||||||||||||
| The Private Bank and Trust Company |
6,428,571.43 | 4.285714287 | % | 1,821,428.57 | 1.868131867 | % | 8,250,000.00 | 3.333333333 | % | |||||||||||||||
| U.S. Bank National Association |
8,250,000.00 | 8.461538462 | % | 8,250,000.00 | 3.333333333 | % | ||||||||||||||||||
| Northbrook Bank & Trust Company |
6,428,571.43 | 4.285714287 | % | 1,821,428.57 | 1.868131867 | % | 8,250,000.00 | 3.333333333 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| $ | 150,000,000.00 | 100.000000000 | % | $ | 97,500,000.00 | 100.000000000 | % | $ | 247,500,000.00 | 100.000000000 | % | |||||||||||||
| Huron Consulting Group Inc. | Schedule 2.01 | |||||||||||||||||||||||
| Amendment No. 1 | Schedule of Lenders and Commitments | |||||||||||||||||||||||
| Before Giving Effect to | Changes in Term Loans | After Giving Effect to | ||||||||||||||||||||||
| the Amendment | Pursuant to the Amendment | the Amendment | ||||||||||||||||||||||
| Lenders |
Term Loan | Percent | Term Loan | Percent | Term Loan | Percent | ||||||||||||||||||
| Bank of America, N.A. |
$ | 35,742,857.12 | 19.857142847 | % | $ | (1,992,857.12 | ) | -8.857142773 | % | $ | 33,750,000.00 | 16.666666667 | % | |||||||||||
| JPMorgan Chase Bank, N.A. |
33,428,571.43 | 18.571428573 | % | (4,178,571.43 | ) | -18.571428587 | % | 29,250,000.00 | 14.444444444 | % | ||||||||||||||
| KeyBank National Association |
17,228,571.43 | 9.571428573 | % | 771,428.57 | 3.428571413 | % | 18,000,000.00 | 8.888888889 | % | |||||||||||||||
| PNC Bank, National Association |
17,228,571.43 | 9.571428573 | % | 771,428.57 | 3.428571413 | % | 18,000,000.00 | 8.888888889 | % | |||||||||||||||
| BMO Harris Bank N.A. |
17,228,571.43 | 9.571428573 | % | (1,478,571.43 | ) | -6.571428587 | % | 15,750,000.00 | 7.777777778 | % | ||||||||||||||
| Fifth Third Bank |
15,428,571.43 | 8.571428573 | % | 321,428.57 | 1.428571413 | % | 15,750,000.00 | 7.777777778 | % | |||||||||||||||
| RBS Citizens, N.A. |
10,285,714.28 | 5.714285713 | % | 3,214,285.72 | 14.285714293 | % | 13,500,000.00 | 6.666666667 | % | |||||||||||||||
| Compass Bank |
9,000,000.00 | 40.000000000 | % | 9,000,000.00 | 4.444444444 | % | ||||||||||||||||||
| The Northern Trust Company |
10,285,714.28 | 5.714285713 | % | (1,285,714.28 | ) | -5.714285707 | % | 9,000,000.00 | 4.444444444 | % | ||||||||||||||
| Associated Bank, National Association |
6,750,000.00 | 30.000000000 | % | 6,750,000.00 | 3.333333333 | % | ||||||||||||||||||
| FirstMerit Bank, N.A. |
7,714,285.72 | 4.285714287 | % | (964,285.72 | ) | -4.285714293 | % | 6,750,000.00 | 3.333333333 | % | ||||||||||||||
| The Huntington National Bank |
6,750,000.00 | 30.000000000 | % | 6,750,000.00 | 3.333333333 | % | ||||||||||||||||||
| The Private Bank and Trust Company |
7,714,285.72 | 4.285714287 | % | (964,285.72 | ) | -4.285714293 | % | 6,750,000.00 | 3.333333333 | % | ||||||||||||||
| U.S. Bank National Association |
6,750,000.00 | 30.000000000 | % | 6,750,000.00 | 3.333333333 | % | ||||||||||||||||||
| Northbrook Bank & Trust Company |
7,714,285.72 | 4.285714287 | % | (964,285.72 | ) | -4.285714293 | % | 6,750,000.00 | 3.333333333 | % | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| $ | 180,000,000.00 | 100.000000000 | % | $ | 22,500,000.00 | 100.000000000 | % | $ | 202,500,000.00 | 100.000000000 | % | |||||||||||||
Huron Consulting Group Inc.
Amendment No. 1
Schedule 2.07(c)
Schedule of Principal Amortization Payments for the Term Loan
After Giving Effect to Amendment No. 1
| Payment Date |
Payment Amount | Percent | Term Loan Balance |
|||||||||||
| $ | 202,500,000.00 | |||||||||||||
| 1 | 30-Sep-12 | $ | 5,000,000.00 | 2.469135802 | % | 197,500,000.00 | ||||||||
| 2 | 31-Dec-12 | $ | 5,000,000.00 | 2.469135802 | % | 192,500,000.00 | ||||||||
| 3 | 31-Mar-13 | $ | 5,000,000.00 | 2.469135802 | % | 187,500,000.00 | ||||||||
| 4 | 30-Jun-13 | $ | 6,250,000.00 | 3.086419753 | % | 181,250,000.00 | ||||||||
| 5 | 30-Sep-13 | $ | 6,250,000.00 | 3.086419753 | % | 175,000,000.00 | ||||||||
| 6 | 31-Dec-13 | $ | 6,250,000.00 | 3.086419753 | % | 168,750,000.00 | ||||||||
| 7 | 31-Mar-14 | $ | 6,250,000.00 | 3.086419753 | % | 162,500,000.00 | ||||||||
| 8 | 30-Jun-14 | $ | 6,250,000.00 | 3.086419753 | % | 156,250,000.00 | ||||||||
| 9 | 30-Sep-14 | $ | 6,250,000.00 | 3.086419753 | % | 150,000,000.00 | ||||||||
| 10 | 31-Dec-14 | $ | 6,250,000.00 | 3.086419753 | % | 143,750,000.00 | ||||||||
| 11 | 31-Mar-15 | $ | 6,250,000.00 | 3.086419753 | % | 137,500,000.00 | ||||||||
| 12 | 30-Jun-15 | $ | 7,500,000.00 | 3.703703704 | % | 130,000,000.00 | ||||||||
| 13 | 30-Sep-15 | $ | 7,500,000.00 | 3.703703704 | % | 122,500,000.00 | ||||||||
| 14 | 31-Dec-15 | $ | 7,500,000.00 | 3.703703704 | % | 115,000,000.00 | ||||||||
| 15 | 31-Mar-16 | $ | 7,500,000.00 | 3.703703704 | % | 107,500,000.00 | ||||||||
| 16 | 30-Jun-16 | $ | 7,500,000.00 | 3.703703704 | % | 100,000,000.00 | ||||||||
| 17 | 30-Sep-16 | $ | 7,500,000.00 | 3.703703704 | % | 92,500,000.00 | ||||||||
| 18 | 31-Dec-16 | $ | 7,500,000.00 | 3.703703704 | % | 85,000,000.00 | ||||||||
| 19 | 31-Mar-17 | $ | 7,500,000.00 | 3.703703704 | % | 77,500,000.00 | ||||||||
| 20 | 30-Jun-17 | $ | 7,500,000.00 | 3.703703704 | % | 70,000,000.00 | ||||||||
| 21 | Maturity Date* | $ | 70,000,000.00 | 34.567901235 | % | — | ||||||||
|
|
|
|
|
|||||||||||
| $ | 202,500,000.00 | 100.000000000 | % | |||||||||||
| * | August 31, 2017 |
Exhibit 10.2
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (this “Agreement”), dated as of August 20, 2012 is by and between LEGALSOURCE LLC, a Delaware limited liability company (the “New Subsidiary”) and BANK OF AMERICA, N.A., in its capacities as Administrative Agent and Collateral Agent (collectively, the “Agent”) under the Amended and Restated Credit Agreement (as amended, restated, supplemented and otherwise modified from time to time, the “Credit Agreement”) dated as of April 14, 2011 among Huron Consulting Group Inc., a Delaware corporation, as Borrower, the Guarantors identified therein, the Lenders identified therein and Bank of America, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.
The Borrower is required by Section 7.12 of the Credit Agreement to cause the New Subsidiary to become a “Guarantor” thereunder. Accordingly, the New Subsidiary hereby agrees as follows with the Agent, for the benefit of the Lenders:
1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary hereby jointly and severally together with the other Guarantors, guarantees to the holders of the Obligations, as provided in Article IV of the Credit Agreement, the prompt payment of the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof.
2. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a party to the Security Agreement and a “Grantor” for all purposes of the Security Agreement, and shall have all of the obligations of a Grantor thereunder as if it had executed the Security Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Grantors contained in the Security Agreement. Without limiting the generality of the foregoing terms of this paragraph 2, to secure the prompt payment in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as such term is defined and used in the Security Agreement), the New Subsidiary hereby grants to the Collateral Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of the New Subsidiary in and to all of the Collateral of the New Subsidiary, whether now owned or existing or owned, acquired, or arising hereafter.
3. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a party to the Pledge Agreement and a “Pledgor” for all purposes of the Pledge Agreement, and shall have all of the obligations of a Pledgor thereunder as if it had executed the Pledge Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Pledgors contained in the Pledge Agreement. Without limiting the generality of the foregoing terms of this paragraph 3, to secure the prompt payment in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as such term is defined and used in the Pledge Agreement), the New Subsidiary hereby grants to the Collateral Agent, for the benefit of the holders of the Secured Obligations, a continuing security interest in, and a right to set off against, any and all right, title and interest of the New Subsidiary in and to all of the Collateral (as such term is defined and used in the Pledge Agreement) of the New Subsidiary, whether now owned or existing or owned, acquired, or arising hereafter.
4. The Borrower and Huron Consulting Group Holdings LLC, a Delaware limited liability company (“Holdings”) hereby agree that the Equity Interests listed on Schedule 1 hereto shall be deemed to be part of the Pledged Equity within the meaning of the Pledge Agreement, shall become part of the Pledged Collateral (as defined in the Pledge Agreement) and shall secure all of the Secured Obligations (as defined in the Pledge Agreement) as provided in the Pledge Agreement. In furtherance of the foregoing, Holdings hereby grants, pledges and assigns to the Collateral Agent, for the benefit of the holders of the Secured Obligations (as defined in the Pledge Agreement), a continuing security interest in any and all right, title and interest of Holdings, in and to the Pledged Equity identified on Schedule 1 hereto and all other Pledged Collateral (as defined in the Pledge Agreement) relating thereto to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as defined in the Pledge Agreement) to the same extent as provided in the Pledge Agreement.
5. The New Subsidiary hereby represents and warrants to the Agent that:
(a) The New Subsidiary’s exact legal name and state of formation as of the date hereof are as set forth on the signature pages hereto.
(b) Set forth on Schedule 2 is the chief executive office, tax payer identification number and organizational identification number of the New Subsidiary as of the date hereof.
(c) Other than as set forth on Schedule 3 hereto, the New Subsidiary has not changed its legal name, changed its jurisdiction of formation, incorporation or organization or been party to a merger, consolidation or other change in structure or used any tradename in the five years preceding the date hereof.
(d) Schedule 4 hereto includes all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) registered or pending registration with the United States Copyright Office, the United States Patent and Trademark Office, or any comparable office or Governmental Authority in the jurisdiction of formation, incorporation or organization of the New Subsidiary and owned by the New Subsidiary as of the date hereof. None of the IP Rights of the New Subsidiary set forth in Schedule 4 hereto is subject to any licensing agreement or similar arrangement, except as set forth on Schedule 4 hereto.
(e) Schedule 5 hereto includes all Commercial Tort Claims before any Governmental Authority by or in favor of the New Subsidiary.
(f) Schedule 6 hereto lists all real property that is owned by the New Subsidiary as of the date hereof.
(g) Schedule 7 hereto includes each Subsidiary of the New Subsidiary, including (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) the certificate number(s) of the certificates evidencing such Equity Interests and number and percentage of outstanding shares of each class owned by the New Subsidiary (directly or indirectly) of such Equity Interests and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto.
6. The address of the New Subsidiary for purposes of all notices and other communications is the address designated for the Borrower on Schedule 11.02 to the Credit Agreement or such other address as the New Subsidiary may from time to time notify the Administrative Agent in writing.
7. The New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary under Article IV of the Credit Agreement upon the execution of this Agreement by the New Subsidiary.
8. This Agreement may be executed in multiple counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract.
9. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS.
[Signature Page Follows]
IN WITNESS WHEREOF, the New Subsidiary, the Borrower and Holdings have caused this Agreement to be duly executed by its authorized officer, and the Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.
| LEGALSOURCE LLC, | ||
| a Delaware limited liability company | ||
| By: | /s/ C. Mark Hussey | |
| Name: | C. Mark Hussey | |
| Title: | Executive Vice President, | |
| Chief Financial Officer and Treasurer | ||
| HURON CONSULTING GROUP INC., a Delaware corporation | ||
| By: | /s/ C. Mark Hussey | |
| Name: | C. Mark Hussey | |
| Title: | Executive Vice President, | |
| Chief Financial Officer and Treasurer | ||
| HURON CONSULTING GROUP HOLDINGS LLC, a Delaware limited liability company | ||
| By: | /s/ C. Mark Hussey | |
| Name: | C. Mark Hussey | |
| Title: | Executive Vice President, | |
| Chief Financial Officer and Treasurer | ||
| Acknowledged and accepted: | ||
| BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent | ||
| By: | /s/ Bozena Janociak | |
| Name: | Bozena Janociak | |
| Title: | Assistant Vice President | |
| Schedules | ||
| Schedule 1 | Pledged Collateral | |
| Schedule 2 | Chief Executive Office of New Subsidiary; Tax Payer Identification; Organizational Identification Number | |
| Schedule 3 | Changes in Legal Name and State of Formation | |
| Schedule 4 | IP Rights | |
| Schedule 5 | Commercial Tort Claims | |
| Schedule 6 | Real Property | |
| Schedule 7 | Subsidiaries of the New Subsidiary | |
Schedule 1
Pledged Collateral
| Issuer |
Pledgor |
Certificate No(s). |
Percentage Ownership | |||
| LegalSource LLC |
Huron Consulting Group Holdings LLC | Not Certificated | 100% |
Schedule 2
Chief Executive Office of New Subsidiary; Tax Payer Identification;
Organizational Identification Number
550 West Van Buren Street
Chicago, Illinois 60607
FEIN 80-0828232
Delaware File No. 5173000
Schedule 3
Changes in Legal Name and State of Formation
On July 5, 2012, the New Subsidiary filed a Certificate of Amendment to the Certificate of Formation changing its name from LegalSource Acquisition LLC to LegalSource LLC.
Formed in the State of Delaware on June 20, 2012.
Schedule 4
IP Rights
| ADAMSGRAYSON |
July 31, 2007 | 3271073 | United States | |||
| AG LOGO | December 18, 2007 | 3354871 | United States | |||
| LEGALSOURCE | August 19, 2003 | 2752542 | United States | |||
| LEGALSOURCE LEGAL STAFFING SOLUTIONS | January 14, 2003 | 2674126 | United States |
Schedule 5
Commercial Tort Claims
None.
Schedule 6
Real Property
None.
Schedule 7
Subsidiaries of the New Subsidiary
None.
Exhibit 99.1
FOR IMMEDIATE RELEASE
September 4, 2012
Huron Consulting Group Amends Senior Secured Credit Facility
CHICAGO – September 4, 2012 - Huron Consulting Group Inc. (NASDAQ: HURN), a leading provider of business consulting services, today announced it has amended its senior secured credit facility.
Among other terms, the amendment:
| • | Increases the term loan from $180.0 million to $202.5 million and increases the revolving line of credit from $150.0 million to $247.5 million |
| • | Increases the leverage ratio throughout the term and extends the maturity date from April 14, 2016 to August 31, 2017 |
| • | Lowers the interest rate spread by 50 basis points for each pricing tier |
| • | Increases the acquisition basket to $75 million per transaction and up to $150 million during any 12-month period |
“The amended credit facility provides us with the capacity for our strategic long-term goals as we look to grow our practices,” said C. Mark Hussey, chief financial officer, Huron Consulting Group. “It also allows us to take advantage of the current credit market and obtain more favorable pricing. We are delighted to continue our strong relationship with Bank of America and JPMorgan Chase, and are very pleased with the ongoing support from our syndicate of lenders.”
The Company intends to file a Form 8-K providing additional detail of the amended credit agreement with the Securities and Exchange Commission. When filed, the Form 8-K will be available on the Company’s website at http://ir.huronconsultinggroup.com.
About Huron Consulting Group
Huron Consulting Group helps clients in diverse industries improve performance, comply with complex regulations, reduce costs, recover from distress, leverage technology, and stimulate growth. The Company teams with its clients to deliver sustainable and measurable results. Huron provides services to a wide variety of both financially sound and distressed organizations, including leading academic institutions, healthcare organizations, Fortune 500 companies, medium-sized businesses, and the law firms that represent these various organizations. Learn more at www.huronconsultinggroup.com.
Statements in this press release, including the information incorporated by reference herein, that are not historical in nature, including those concerning the Company’s current expectations about its future requirements and needs, are “forward-looking” statements as defined in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by words such as “may,” “should,” “expects,” “provides,” “anticipates,” “assumes,” “can,” “meets,” “could,” “intends,” “might,” “predicts,” “seeks,” “would,” “believes,” “estimates” or “continues”. Risks, uncertainties and assumptions that could impact the Company’s forward-looking statements relate, among other things, to future indemnity costs for former employees with respect to the restatement. In addition, these forward-looking statements reflect our current expectation about our future requirements and needs, results, levels of activity, performance, or achievements, including, without limitation, that our business continues to grow at the current expectations with respect to, among other factors, utilization rates, billing rates,
and the number of revenue-generating professionals; that we are able to expand our service offerings; that we successfully integrate the businesses we acquire; and that existing market conditions continue to trend upward. These statements involve known and unknown risks, uncertainties and other factors, including, among others, those described under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011 that may cause actual results, levels of activity, performance or achievements to be materially different from any anticipated results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Media Contact:
Jennifer Frost Hennagir
312-880-3260
jfrost-hennagir@huronconsultinggroup.com
Investor Contact:
C. Mark Hussey
or
Ellen Wong
312-583-8722
investor@huronconsultinggroup.com
###
Exhibit 99.2
FOR IMMEDIATE RELEASE
September 4, 2012
Huron Consulting Group Announces Huron Legal Leadership
Appointment Focused on Business Expansion
James K. Rojas to Join Huron Legal
CHICAGO – September 4, 2012 - Huron Consulting Group Inc. (NASDAQ: HURN), a leading provider of business consulting services, today announced that James K. Rojas has been appointed to the role of managing director and leader of Strategic Growth and the Advisory business for Huron Legal. This new position is focused on pursuing strategic growth opportunities for the Company’s Legal Consulting segment.
Rojas will join Huron Legal’s leadership team reporting to Shahzad Bashir, executive vice president and head of Huron Legal. His responsibilities will include assisting with the strategic planning and direction of the Company’s new offerings and service lines in the legal marketplace and providing leadership to the Advisory business. Prior to this appointment, Rojas served as the Company’s chief operating officer (COO). He is one of the founders of Huron, and rejoined the Company in 2009 from Stop & Shop and Giant Supermarket Company.
“Our Legal Consulting segment has significant opportunities to grow beyond the current services it offers to corporate law department and law firm clients,” said James H. Roth, president and chief executive officer, Huron Consulting Group. “Jim has been very effective in his role as COO over the last year and a half, and has done a tremendous job of aligning and building our corporate resources to support our corporate mission. We look forward to Jim’s leadership in this new role to assist in the growth of Huron Legal.”
“I am very excited to be taking on this new role,” said Rojas. “Even with Huron Legal’s significant growth record over the last several years, we believe there are substantial opportunities to expand our business serving the current and developing legal marketplace. I look forward to working with the team to pursue these growth opportunities.”
“In Jim’s prior role as COO, he was actively involved with our people and our client offerings, and in each of the acquisitions that Huron Legal has recently completed in the U.S. and the U.K.,” said Shahzad Bashir, executive vice president, Huron Legal. “Jim is ideally matched to help us grow Huron Legal, and we look forward to his leadership in helping us pursue new growth prospects for our business in this fast changing and demanding global marketplace.”
The Company does not intend to fill the role of COO at the present time. Huron’s chief financial officer, C. Mark Hussey, will assume many of the functional responsibilities previously handled by Rojas.
About Huron Legal
Huron Legal provides advisory and business services to assist law departments and law firms to enhance organizational effectiveness and reduce legal spend. Huron Legal advises on and implements strategy, organizational design and development, outside counsel management,
operational efficiency, and discovery solutions, and provides services relating to the management of matters, contracts, documents, records, digital evidence and e-discovery. Huron Legal is not a law firm; it does not offer, and is not authorized to provide, legal advice or counseling in any jurisdiction. Learn more at www.huronconsultinggroup.com/legal.
About Huron Consulting Group
Huron Consulting Group helps clients in diverse industries improve performance, comply with complex regulations, reduce costs, recover from distress, leverage technology, and stimulate growth. The Company teams with its clients to deliver sustainable and measurable results. Huron provides services to a wide variety of both financially sound and distressed organizations, including leading academic institutions, healthcare organizations, Fortune 500 companies, medium-sized businesses, and the law firms that represent these various organizations. Learn more at www.huronconsultinggroup.com.
Statements in this press release, including the information incorporated by reference herein, that are not historical in nature, including those concerning the Company’s current expectations about its future requirements and needs, are “forward-looking” statements as defined in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by words such as “may,” “should,” “expects,” “provides,” “anticipates,” “assumes,” “can,” “meets,” “could,” “intends,” “might,” “predicts,” “seeks,” “would,” “believes,” “estimates” or “continues”. Risks, uncertainties and assumptions that could impact the Company’s forward-looking statements relate, among other things, to future indemnity costs for former employees with respect to the restatement. In addition, these forward-looking statements reflect our current expectation about our future requirements and needs, results, levels of activity, performance, or achievements, including, without limitation, that our business continues to grow at the current expectations with respect to, among other factors, utilization rates, billing rates, and the number of revenue-generating professionals; that we are able to expand our service offerings; that we successfully integrate the businesses we acquire; and that existing market conditions continue to trend upward. These statements involve known and unknown risks, uncertainties and other factors, including, among others, those described under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011 that may cause actual results, levels of activity, performance or achievements to be materially different from any anticipated results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Media Contact:
Jennifer Frost Hennagir
312-880-3260
jfrost-hennagir@huronconsultinggroup.com
Investor Contact:
C. Mark Hussey
or
Ellen Wong
312-583-8722
investor@huronconsultinggroup.com
###