Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when RGP files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsRGP enters $30M revolving credit facility with PNC, terminates prior Bank of America line
Filed July 16, 2026 · Period ending July 10, 2026 · ~1 min read
Key Changes
-
high
Entered $30M asset-based revolving credit facility with PNC Bank, maturing July 2031, with borrowing base tied to eligible receivables; includes up to $20M uncommitted expansion option exercisable twice before July 2029.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
medium
Terminated July 2025 credit agreement with Bank of America in connection with the new PNC facility.
Item 1.02 — Termination of a Material Definitive Agreement verify on EDGAR → -
medium
Interest rate ranges from Term SOFR plus 1.75%–2.25% or Alternate Base Rate plus 0.75%–1.25%, with margin tied to Consolidated EBITDA; facility includes standard covenants on liens, debt, dividends, and requires maintaining fixed charge coverage ratio and minimum liquidity.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
medium
Proceeds available for working capital, capital expenditures, letter of credit reimbursements, and permitted dividends and distributions.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
low
Board reclassified director Roger Carlile from Class III to Class II to rebalance director classes; administrative change with no impact on board composition.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
Resources Connection refinanced its credit facility, replacing a one-year-old Bank of America line with a new $30 million revolving facility from PNC Bank. The new facility matures in July 2031 and provides borrowing capacity based on eligible receivables, with an option to expand by up to $20 million before July 2029.
Interest pricing is tied to the company's EBITDA performance, ranging from SOFR plus 1.75%–2.25%, and the facility includes standard covenants on debt, dividends, and asset sales, plus requirements to maintain a fixed charge coverage ratio and minimum liquidity.
The refinancing extends the maturity profile from the prior agreement and provides flexibility for working capital, capital expenditures, and shareholder distributions. The expansion option offers headroom for growth without requiring immediate commitment from lenders. For retail holders, the key watch is whether the company draws on the facility and how covenant compliance tracks with operating performance — the EBITDA-linked pricing and fixed charge coverage requirement tie borrowing costs and availability directly to financial results. The director reclassification is a routine governance matter with no operational impact.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
Added in current filing · verify on EDGAR →
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
The company also filed this under Item 2.03, which means it is reporting the arrangement as a direct financial obligation. The Item 2.03 text refers back to the Item 1.01 entry for the terms rather than restating them.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On July 15, 2026 (the “Closing Date”), Resources Connection, Inc. (the “Company”), Resources Connection LLC, and the Company’s other domestic subsidiaries entered into a Revolving Credit, Guaranty and Security Agreement (the “Credit Facility”) with the financial institutions party thereto (the “Lenders”), and PNC Bank, National Association, as agent for the Lenders. The Credit Facility provides for secured revolving loans, available in an amount up to the lesser of $30 million and a borrowing base formula tied to eligible receivables and eligible unbilled receivables and subject to established reserves, which includes a $5 million sublimit for the issuance of standby letters of credit and a $15 million sublimit for swing loans.
The Company entered into a new $30 million revolving credit facility with PNC Bank as agent. The facility is asset-based, with availability determined by the lesser of $30 million or a borrowing base tied to eligible receivables. It includes sublimits for letters of credit ($5 million) and swing loans ($15 million), and matures on July 15, 2031.
Added in current filing · verify on EDGAR →
The Credit Facility also includes an uncommitted option at any time prior to the third anniversary of the Closing Date to increase the amount of the revolving loans up to an additional $20 million; provided that the Company may not increase the Credit Facility more than two times during the term of the Credit Facility.
The facility includes an uncommitted option to increase the revolving loan capacity by up to $20 million before July 2029, exercisable up to two times during the facility's term. This provides flexibility for future growth or working capital needs.
Added in current filing · verify on EDGAR →
The proceeds of the Credit Facility may be used to pay fees and expenses in connection with the transaction, provide for the Company’s working capital needs and reimburse drawings under letters of credit, finance a portion of future capital expenditures, and finance permitted dividends and distributions.
The facility proceeds will be used for transaction fees and expenses, working capital needs, letter of credit reimbursements, capital expenditures, and permitted dividends and distributions. This provides the Company with financial flexibility for operations and shareholder returns.
Added in current filing · verify on EDGAR →
The Credit Facility contains customary covenants, including covenants that limit or restrict the Company’s and its subsidiaries’ ability to incur liens, incur indebtedness, make certain dividends and distributions, merge or consolidate and make dispositions of assets and financial covenants to maintain a certain fixed charge coverage ratio and a certain minimum liquidity.
The facility includes standard covenants restricting liens, additional debt, dividends, mergers, and asset sales. It also requires maintaining a fixed charge coverage ratio and minimum liquidity. These covenants are typical for credit facilities of this type and protect lenders while constraining the Company's financial flexibility.
Event · Item 1.02 — Termination of a Material Definitive Agreement
Item 1.02 — Termination of a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
on July 13, 2026 the Company terminated that certain Credit Agreement, dated as of July 2, 2025, by and among, the Company, Resources Connection LLC, the Company’s other domestic subsidiaries, the lenders party thereto and Bank of America, N.A., as administrative agent (as amended, the “2025 Credit Agreement”). The material terms of the 2025 Credit Agreement were previously disclosed in the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 7, 2025.
The company terminated its existing credit agreement dated July 2, 2025 with Bank of America as administrative agent. The termination occurred in anticipation of entering a new credit facility, suggesting a refinancing or replacement of the existing credit arrangement.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
On July 10, 2026, the Board of Directors (the “Board”) of the Company completed a process to reclassify the membership of the Board’s three Director classes in order to achieve a more equal apportionment of membership among the three
Director classes. Accordingly, effective July 10, 2026, Roger Carlile, a member of the Board, resigned from his position as a Class III Director (with a term expiring at the Company’s 2027 Annual Meeting of Stockholders), subject to and conditioned upon his immediate reappointment as a Class II Director (with a term expiring at the Company’s 2026 Annual Meeting of Stockholders). The Board accepted Mr. Carlile’s resignation and immediately reappointed him as a Class II Director with a term expiring at the 2026 Annual Meeting of Stockholders.
The Board reclassified Roger Carlile from Class III (term expiring 2027) to Class II (term expiring 2026) to balance membership across the three director classes. This is a technical administrative change with no impact on board composition or Mr. Carlile's service, which is deemed continuous. He is expected to be re-nominated at the 2026 Annual Meeting for a new Class II term expiring in 2029.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jul 20, 2026 · How we verify