ICF International to be Acquired for $1.7 Billion

TL;DR

ICFI going private! Symphony Tech buying for $1.7B, deal closes Q1 2025.

AI Summary

ICF International, Inc. announced on November 14, 2024, that it has entered into a definitive agreement to be acquired by a portfolio company of Symphony Technology Group. The transaction is valued at approximately $1.7 billion, including the assumption of net debt. The acquisition is expected to close in the first quarter of 2025, subject to customary closing conditions.

Why It Matters

This acquisition signifies a major change in ownership for ICF International, potentially impacting its strategic direction and operations under new management.

Risk Assessment

Risk Level: medium — The deal is subject to customary closing conditions, which introduces a degree of uncertainty until completion.

Key Numbers

• $1.7B — Acquisition Value (Total transaction value including assumed net debt.)

Key Players & Entities

• ICF International, Inc. (company) — Company being acquired
• Symphony Technology Group (company) — Acquiring entity
• $1.7 billion (dollar_amount) — Acquisition valuation
• November 14, 2024 (date) — Date of agreement
• first quarter of 2025 (date) — Expected closing period

FAQ

Key Financial Figures

• $300 million — g the purchase of up to an aggregate of $300 million (inclusive of the amounts set for the C
• $100 million — 10b5-1 trading plans), which reflects a $100 million increase from the previously authorized
• $200 m — rom the previously authorized amount of $200 million, which was authorized by the Boar
• $67 million — e Board in November 2023. Approximately $67 million of capacity was remaining under the pre

Filing Documents

• icfi20241125_8k.htm (8-K) — 28KB
• 0001437749-24-036164.txt ( ) — 157KB
• icfi-20241114.xsd (EX-101.SCH) — 3KB
• icfi-20241114_def.xml (EX-101.DEF) — 11KB
• icfi-20241114_lab.xml (EX-101.LAB) — 15KB
• icfi-20241114_pre.xml (EX-101.PRE) — 11KB
• icfi20241125_8k_htm.xml (XML) — 3KB

01 Other Matters

Item 8.01 Other Matters On November 14, 2024, the Board of Directors (the "Board") of ICF International, Inc. (the "Company") approved an increase to the Company's previously authorized share repurchase program ("Repurchase Program"), authorizing the purchase of up to an aggregate of $300 million (inclusive of the amounts set for the Company's Rule 10b-18 plan and any 10b5-1 trading plans), which reflects a $100 million increase from the previously authorized amount of $200 million, which was authorized by the Board in November 2023. Approximately $67 million of capacity was remaining under the previously authorized share repurchase program as of September 30, 2024. The overall Repurchase Program and authorized amount have no expiration date. Share repurchases under the Repurchase Program may be made on the open market at prevailing market prices or through privately negotiated transactions at our discretion, subject to a number of factors, including market conditions and other business considerations. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 under the Exchange Act. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of shares of common stock under this authorization. Under any Rule 10b5-1 trading plan, the Company's third-party broker, subject to Securities and Exchange Commission regulations regarding certain price, market, volume and timing constraints, would have authority to purchase the Company's common stock in accordance with the terms of the plan. Whether repurchases are made and the timing and actual number of shares repurchased depends on a variety of factors including price, corporate capital requirements, other market conditions and regulatory requirements. The Repurchase Program may be accelerated, suspended, delayed or discontinued at any time without notice. The Company cannot predict when or if it will repurchase any shares of common stock. A

Forward-Looking Statements

Forward-Looking Statements

SIGNATURES

SIGNATURES 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. ICF International, Inc. Date: November 25, 2024 By: /s/ Barry Broadus Barry Broadus Executive Vice President & Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR