Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On
Additionally under the Purchase Agreement, upon the satisfaction of certain operating
income thresholds attributable to the Acquired Companies during the five-year period
following the Closing Date (the "earn-out period"), subject to
The Company also entered into employment agreements with
The Purchase Agreement contains customary representations, warranties and covenants for transactions of this type, including covenants by the Sellers to indemnify the Company for breaches of certain representations, warranties and covenants in the Purchase Agreement, subject to customary exclusions and caps. In connection with its entry into the Purchase Agreement, the Company also bound a customary buyer-side representations and warranties insurance policy (the "R&W Insurance Policy") as additional recourse for certain losses arising out of a breach of the representations and warranties of the Sellers contained in the Purchase Agreement and certain pre-closing taxes of the Acquired Companies. The R&W Insurance Policy is subject to certain policy limits, exclusions, deductibles and other terms and conditions. Sellers' obligation to indemnify the Company for breaches of the representations and warranties contained in the Purchase Agreement that are covered by the R&W Insurance Policy is generally limited to half of the retention under the representations and warranties insurance policy.
The Purchase Agreement contains representations and warranties of the parties, which have been made for the benefit of the other party and should not be relied upon by any other person. Such representations and warranties (i) have been qualified by schedules and exhibits, (ii) are subject to materiality standards that may differ from what may be viewed as material by investors, (iii) are made as of specified dates, and (iv) may have been used for the purpose of allocating risk among the parties rather than establishing matters of fact. Accordingly, the representations and warranties should not be relied upon as characterizations of the actual state of facts.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Credit Agreement Amendment
Effective
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under Item 1.01 to this Current Report on Form 8-K regarding the Purchase Agreement and the Acquisition is incorporated herein by reference.
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 under Item 1.01 to this Current Report on Form 8-K
regarding the Amendment is incorporated herein by reference.
Item 3.02 Unregistered Sales of
On
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The audited consolidated financial statements of Petillo as of and for the year
ended
The unaudited consolidated financial statements of Petillo as of and for the nine
months ended
The consent of
(b) Pro Forma Financial Information The unaudited pro forma condensed combined financial information as of and for the nine months endedSeptember 30, 2021 and for the year endedDecember 31, 2020 with respect to the Acquisition is filed as Exhibit 99.3 and incorporated by reference herein. (d) Exhibits Exhibit Number Description 2.1 Stock Purchase Agreement, dated as ofDecember 30, 2021 , by and among Michael V. Petillo, in his individual capacity and as the sellers' representative, the 2020Audrey Petillo Family Trust , theMichael V. Petillo Family Trust ,Petillo LLC ,Petillo NY LLC ,Petillo Maryland Incorporated ,Petillo NJ Holdings Incorporated ,Petillo NY Holdings Incorporated ,Petillo MD Holdings Incorporated andSterling Construction Company, Inc. 10.1 Third Amendment to Credit Agreement, datedDecember 29, 2021 , by and amongSterling Construction Company, Inc. , the subsidiaries of the Company party thereto as Guarantors, the Lenders party thereto andBMO Harris Bank, N.A ., as Administrative Agent 23.1 Consent ofRMG CPA, LLC 99.1 Audited combined financial statements of Petillo as of and for the year endedDecember 31, 2020 99.2 Unaudited combined financial statements of Petillo as of and for the nine months endedSeptember 30, 2021 99.3 Unaudited pro forma condensed combined balance sheet ofSterling Construction Company, Inc. as ofSeptember 30, 2021 and statements of operations ofSterling Construction Company, Inc. for the year endedDecember 31, 2020 and for the nine months endedSeptember 30, 2021 , after giving effect to the Acquisition and the adjustments described in such pro forma statements 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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