Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Merger Agreement
On
The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the complete text of the Amendment, which is filed as Exhibit 2.2 to this Current Report on Form 8-K and incorporated by reference herein.
Revolving Credit Facility
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In addition to the New Term Loan, the Credit Agreement consists of an existing
Under the Credit Agreement, Primoris must make quarterly principal payments on
the term loans in an amount equal to approximately
The principal amount of all loans under the Credit Agreement will bear interest at either: (i) LIBOR plus an applicable margin as specified in the Credit Agreement (based on Primoris' senior debt to EBITDA ratio as defined in the Credit Agreement), or (ii) the Base Rate (which is the greater of (a) the Federal Funds Rate plus 0.50% or (b) the prime rate as announced by the Administrative Agent). Quarterly non-use fees, letter of credit fees and administrative agent fees are payable at rates specified in the Credit Agreement.
The principal amount of any loan drawn under the Credit Agreement may be prepaid
in whole or in part at any time, with a minimum prepayment of
The Credit Agreement includes customary restrictive covenants for facilities of this type.
As of the Closing Date, commercial letters of credit outstanding were
The proceeds from the New Term Loan were used to finance the acquisition of the Company and its subsidiaries and for general corporate purposes.
The foregoing description of the Credit Agreement is only a summary and is qualified in its entirety by reference to the complete text of the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
The foregoing description of the Merger Agreement, as amended by the Amendment, and the transactions contemplated thereby is only a summary and is qualified in its entirety by reference to the complete text of the Merger Agreement, which Primoris previously filed as Exhibit 2.1 to the Previous 8-K, and the Amendment, which is filed as Exhibit 2.2 to this Current Report on Form 8-K, each of which is incorporated by reference in this Current Report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure provided under the heading "Revolving Credit Facility" in Item 1.01 "Entry into a Material Definitive Agreement" is incorporated by reference into this Item 2.03 as if fully set forth herein.
Item 7.01. Regulation FD Disclosure.
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Item 8.01. Other Events.
To the extent required, the information included in Item 7.01 of this Current Report on Form 8-K is incorporated into this Item 8.01.
In connection with the closing of the Merger, Primoris granted stock-based compensation to 16 employees of the Company and its subsidiaries representing an aggregate of 1,213,032 shares of common stock (the "Inducement Grants"). The Inducement Grants consisted of the following types of equity awards: (i) stock purchase rights representing 1,086,752 shares of common stock purchased at a 15% discount, subject to an 18-month holding period and (ii) restricted stock units representing the right to receive up to 126,280 shares of common stock, subject to time-vesting on the third anniversary of the grant date. The Inducement Grants have been approved by the Compensation Committee of the Board of Directors of Primoris. The Inducement Grants will be issued outside of Primoris' shareholder-approved equity incentive plan as an inducement grant in accordance with Nasdaq Listing Rule 5635(c)(4).
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Primoris intends to file the financial statements of the Company required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K no later than 71 days after the required filing date for this Current Report on Form 8-K.
(b) Pro Forma Financial Information.
Primoris intends to file the pro forma financial information required by Item 9.01(b) as an amendment to this Current Report on Form 8-K no later than 71 days after the required filing date for this Current Report on Form 8-K.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description 2.1* Agreement and Plan of Merger, datedDecember 14, 2020 , amongPrimoris Services Corporation ,Future Infrastructure Holdings, LLC ,Primoris Merger Sub, LLC andTower Arch Capital, L.P. (incorporated by reference to Exhibit 2.1 to Primoris' Current Report on Form 8-K filed onDecember 15, 2020 ) 2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as ofJanuary 11, 2021 10.1 Second Amended and Restated Credit Agreement withCIBC Bank USA , as administrative agent, collateral agent and co-lead arranger,The Bank of the West , as co-lead arranger, and the financial institutions party thereto 99.1 Press Release datedJanuary 15, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules and certain exhibits to the Merger Agreement have been omitted
pursuant to Item 601(b)(2) of Regulation S-K. Primoris hereby undertakes to
furnish supplemental copies of any of the omitted schedules and exhibits upon
request by the
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