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
committed amount and (iii) to extend the maturity date of the Credit Agreement
Under the credit agreement, Primoris is required to make quarterly principal repayments on the term loans in an amount equal to approximately
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
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.
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
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 USAand the several other financial institutions party thereto 99.1 Press Release dated August 1, 2022104 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
© Edgar Online, source