Business Context and Reporting Period
This Form 8-K Current Report, dated September 9, 2026, is filed by Limbach Holdings, Inc. (LHI) and its wholly owned subsidiary, Limbach Facility Services LLC. The filing primarily announces the entry into a new material definitive credit agreement and the simultaneous termination of a prior credit facility.
Key Financial Metrics and Debt Structure
The filing details a significant restructuring of the Company's debt obligations:
- New Credit Facility: A $300.0 million aggregate facility with PNC Bank, National Association, maturing on September 9, 2031.
- Facility Composition:
- $200.0 million Revolving Credit Facility (includes $20.0 million swingline and $25.0 million letter of credit subfacilities).
- $50.0 million Term Loan Facility.
- $50.0 million Delayed Draw Term Loan Facility.
- Interest Rates: Base Rate + 0.50% to 1.50% or Term SOFR + 1.50% to 2.50%, based on the Consolidated Net Leverage Ratio.
- Commitment Fees: 0.20% to 0.35% per annum on unused revolving and delayed draw commitments.
- Repayment Terms: Term loans amortize quarterly starting December 31, 2026, with the remainder due at maturity.
- Collateral: Secured by substantially all assets of the Company and guarantors.
Material Changes Versus Prior Period
The Company terminated its previous credit agreement with Wheaton Bank & Trust Company (a subsidiary of Wintrust Financial Corporation), which provided a $125.0 million revolving facility.
- Debt Repayment: Approximately $118.1 million of principal indebtedness under the prior facility was repaid using proceeds from the new PNC Credit Facility.
- Cost of Termination: No early termination penalties, prepayment fees, or other material fees were incurred.
- Letters of Credit: Approximately $7.0 million in existing letters of credit under the prior agreement remain outstanding until expiration (latest April 2027) and will be replaced by the new facility. Cash collateral is currently held to support these obligations.
Covenants, Risks, and Management Commentary
The new agreement imposes specific financial maintenance covenants and restrictions:
- Financial Covenants:
- Maximum Consolidated Net Leverage Ratio: 3.00 to 1.00 (testable quarterly on a trailing four-quarter basis). This may increase to 3.50 to 1.00 for four consecutive quarters following qualifying acquisitions.
- Minimum Consolidated Fixed Charge Coverage Ratio: 1.15 to 1.00.
- Negative Covenants: Limitations on additional indebtedness, liens, investments, acquisitions, asset sales, dividends, restricted payments, affiliate transactions, and fundamental changes.
- Events of Default: Include payment defaults, covenant breaches, cross-defaults, insolvency, and change of control.
- Incremental Capacity: The Company may request additional commitments up to the greater of $150.0 million or 100% of Consolidated EBITDA, subject to conditions.
Note: The filing text does not provide specific revenue, profit, cash flow, or margin figures for the reporting period, as this is a transactional filing rather than a periodic financial report.
Investor Verification Checklist
- Verify the Company's current Consolidated Net Leverage Ratio and Fixed Charge Coverage Ratio to ensure compliance with the new 3.00:1.00 and 1.15:1.00 covenants.
- Confirm the status of the $7.0 million in outstanding letters of credit and the associated cash collateral requirements until April 2027.
- Review the full text of the Exhibit 10.1 Credit Agreement for specific definitions of Consolidated EBITDA and other financial metrics used in covenant calculations.
- Monitor for any qualifying acquisitions that might trigger the temporary increase in the leverage ratio cap to 3.50:1.00.
- Assess the impact of the new interest rate margins (Base Rate + 0.50% to 1.50% or SOFR + 1.50% to 2.50%) on future interest expense compared to the prior facility.