form8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________
FORM
8–K
CURRENT
REPORT
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PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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April 1,
2008
Date of
Report (Date of earliest event reported)
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Huron
Consulting Group Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-50976
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01-0666114
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation or organization)
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File Number)
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Identification
Number)
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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:
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o
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry Into a Material Definitive Agreement.
On
April 1, 2008, we entered into a fifth amendment to our credit agreement
that was dated June 7, 2006 (the “Fifth Amendment to Credit Agreement”).
Pursuant to the Fifth Amendment to Credit Agreement, the maximum amount of
principal that may be borrowed was increased from $200.0 million to
$240.0 million. The Fifth Amendment to Credit Agreement also modifies
certain pricing terms and allows us to incur additional debt in the amount of
$23.0 million as described below under the amendment to the Callaway Asset
Purchase Agreement. All outstanding borrowings under the credit agreement are
due upon the expiration of the agreement on February 23, 2012, unless
repaid earlier. We are currently evaluating obtaining a larger credit
facility that may have terms different than those of the Fifth Amendment to
Credit Agreement. Alternatively, we may further modify the terms of the Fifth
Amendment to Credit Agreement, without accelerating the maturity date or
reducing the amount of the credit agreement.
Subsequent
to entering into the Fifth Amendment to Credit Agreement described above, on
April 2, 2008, we borrowed $19.0 million to pay the amount owed to the
selling shareholders of Wellspring Partners LTD, pursuant to the earn-out
provisions as outlined in Section 2.5 of the Stock Purchase Agreement by and
among Wellspring Partners LTD, the shareholders of Wellspring Partners LTD, and
Huron Consulting Group Holdings LLC, dated as of December 29, 2006. With
this borrowing, the aggregate amount of borrowings outstanding as of
April 2, 2008 totaled $190.0 million and bears a current
weighted-average interest rate of 4.6%.
On
July 29, 2007, we acquired Callaway Partners, LLC (“Callaway”) pursuant to
an Asset Purchase Agreement dated as of July 28, 2007 (the “Original
Agreement”). Under the terms of the Original Agreement, we acquired
substantially all of the assets of Callaway for approximately
$65.4 million, which included a working capital adjustment. As described in
Section 3.3 of the Original Agreement, additional purchase consideration in the
form of earn-out payments are payable to the selling shareholders if specific
performance targets are met over a five-year period beginning on January 1,
2008 and ending on December 31, 2012.
In an
effort to streamline integration and promote the sharing of resources across our
practices, on April 4, 2008, we entered into an amendment to the Original
Agreement (the “Amendment to Asset Purchase Agreement”) whereby we eliminated
the earn-out provision under Section 3.3 of the Original Agreement in
consideration for $23.0 million, payable in the form of a promissory note
(the “Note”). Further, the elimination of the earn-out provision will allow us
to better utilize the synergies between Callaway and Huron, as well as allowing
us to leverage off the extensive sales management experience that Callaway has.
We believe that these initiatives will in the long-term add value to all of our
practices and strengthen the Huron brand. Upon delivery of the Note to the
selling shareholders, Sections 3.3, 3.4 and 3.5 of the Original Agreement were
terminated in their entirety. The Note matures on August 31, 2008 and bears
an initial interest rate of 5% per annum and increases to 8% per annum on
July 1, 2008. We may elect to extend the maturity date of the Note until
January 31, 2009. If we make such an election, the interest rate will
increase to 14% per annum beginning on September 1, 2008.
The
foregoing descriptions are qualified in their entirety by reference to the text
of the Fifth Amendment to Credit Agreement and the Amendment to Asset Purchase
Agreement, copies of which are filed as exhibits to this Current Report on Form
8-K.
In
addition to historical information, this Current Report on Form 8-K contains
forward-looking statements as defined in Section 21E of the Securities Exchange
Act of 1934 and the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are identified by words such as “may,” “should,”
“could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” or
“continue.” These forward-looking statements reflect our current expectation
about our future performance or achievements.
These
statements involve known and unknown risks, uncertainties and other factors that
may cause actual performance or achievements to be materially different from any
expressed by these forward-looking statements. Please see “Risk Factors” in our
Annual Report on Form 10-K for the year ended December 31, 2007 and in
other documents that we file with the Securities and Exchange Commission for a
complete description of the material risks we face.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The
information from Item 1.01 above is incorporated herein by reference in its
entirety.
Item
9.01. Financial Statements and Exhibits.
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Exhibit 2.1
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Amendment
to Asset Purchase Agreement, dated as of April 4, 2008, by and among
CP4 Warbird Holdings, LLC (f/k/a Callaway Partners, LLC), Huron Demand
LLC, and certain of the current and former members of CP4 Warbird
Holdings, LLC.
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Exhibit 10.1
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Fifth
Amendment to Credit Agreement, dated as of April 1,
2008.
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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.
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Huron
Consulting Group Inc.
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(Registrant)
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Date:
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April 7,
2008
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/s/
Gary L. Burge
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Gary
L. Burge
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Vice
President,
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Chief
Financial Officer and Treasurer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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Exhibit
2.1
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Amendment
to Asset Purchase Agreement, dated as of April 4, 2008, by and among
CP4 Warbird Holdings, LLC (f/k/a Callaway Partners, LLC), Huron Demand
LLC, and certain of the current and former members of CP4 Warbird
Holdings, LLC.
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Exhibit
10.1
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Fifth
Amendment to Credit Agreement, dated as of April 1,
2008.
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