PRIMORIS SERVICES CORP: entering into a material definitive agreement, completing the acquisition or disposal of assets, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant , FD Regulation Disclosure, Other Events (Form 8-K )

Item 1.01. Conclusion of a significant definitive agreement.

Third Amended and Restated Credit Agreement

On August 1, 2022 (the “Closing Date”), Primoris entered into the Third Amended and Restated Credit Agreement (the “Credit Agreement”) with CIBC United Statesas administrative agent (the “Administrative Agent”), guarantee agent and joint principal arranger, the several other financial institutions which are parties thereto as arrangers and joint principal agents and the several other financial institutions parties as as lenders (collectively, the “Lenders”), amending and restating the existing credit agreement to (i) provide a new term loan in the aggregate principal amount of $945.0 million (the “New Term Loan”) to refinance the outstanding Term Loans and provide a New Term Loan, (ii) provide a new Revolving Loan Commitment in the aggregate amount of $325.0 million (the “Revolving Credit Facility”) to refinance and augment existing revolving loan commitments whereby the lenders agree to make loans on a revolving basis from time to time and issue letters of credit up to $325.0 million
committed amount and (iii) to extend the maturity date of the Credit Agreement January 15, 2026 at August 1, 2027.

Under the credit agreement, Primoris is required to make quarterly principal repayments on the term loans in an amount equal to approximately $11.8 million. The first principal payment will be due on September 30, 2022.

The principal amount of all loans under the credit agreement will bear interest either: (i) SOFR term plus an applicable margin as specified in the credit agreement (based on the ratio of senior net debt to Primoris EBITDA as defined in the Credit Agreement), or (ii) the Base Rate (which is the greater of (a) the Federal Funds Rate (as defined in the Credit Agreement) plus 0 .50% or (b) the Prime Rate (as defined in the Credit Agreement) for that date). Non-use fees, letter of credit fees and administrative agent fees are payable at the rates and times specified in the credit agreement.

The principal amount of any loan contracted under the credit agreement may be prepaid in whole or in part at any time, without premium or penalty.

The credit agreement includes customary covenants for facilities of this type.

The proceeds of the new term loan were used to finance the acquisition of the Company and its subsidiaries, to pay the fees and expenses related to the acquisition and the credit agreement, to refinance existing debt and for general of the company.

The foregoing description of the Credit Agreement is a summary only and is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Schedule 10.1 to this current Report on Form 8. -K and incorporated by reference herein.

Section 2.01. Realization of the acquisition or disposal of assets

On August 1, 2022, the Merger was completed in accordance with the terms of the Merger Agreement. As part of the completion of the Merger, Primoris paid an aggregate consideration of $470.0 million cash in respect of the acquisition of the Company, subject to a customary purchase price adjustment mechanism providing that the Company is free of cash and debt.

The foregoing description of the Merger Agreement and contemplated transactions is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, which Primoris previously filed as Exhibit 2.1 to previous 8-K, which is incorporated by reference into this current report on Form 8-K.


Item 2.03. Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information provided under the heading “Third Amended and Restated Credit Agreement” in Section 1.01 “Entering a Material Definitive Agreement” is incorporated by reference into this Section 2.03 as if fully set forth herein.

Section 7.01. FD Regulation Disclosure.

On August 1, 2022, Primoris issued a press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Section 8.01 Other Events

To the extent required, information included in Section 7.01 of this current Report on Form 8-K is incorporated in this Section 8.01.

Article 9.01 Supporting documents

(d) Exhibits

The following documents are filed herewith:

Part # Description

   2.1*         Agreement and Plan of Merger, dated June 24, 2022, among Primoris
              Services Corporation, PLH Group, Inc., Amp Merger Sub, Inc. and
              Shareholder Representative Services LLC, as Stockholder
              Representative (incorporated by reference to Primoris' Current
              Report on Form 8-K filed on June 27, 2022)

   10.1         Third Amended and Restated Credit Agreement by and among Primoris
              Services Corporation, CIBC Bank USA and the several other financial
              institutions party thereto

   99.1         Press Release dated August 1, 2022

    104       Cover Page Interactive Data File (formatted as Inline XBRL and
              included in Exhibit 101)

* Appendices and certain attachments to the Merger Agreement have been omitted pursuant to Section 601(b)(2) of Regulation SK. Primoris hereby undertakes to provide additional copies of all annexes and omitted exhibits at the request of the SECOND.


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