Item 8.01 Other Events
On June 3, 2020, Dycom Industries, Inc. ("Dycom") announced the completion of
its previously announced cash tender offer (the "Tender Offer") for any and all
of its outstanding 0.75% Convertible Senior Notes due 2021 (the "Convertible
Notes"). In connection with the Tender Offer, Dycom repurchased $234,733,000
aggregate principal amount of the Convertible Notes. Dycom used available cash
to repurchase the Convertible Notes tendered in the Tender Offer. In connection
with the Tender Offer, Dycom terminated convertible bond hedge transactions and
warrant transactions, which were entered into at the time of the offering of the
Convertible Notes, in an amount corresponding to the portion of the Convertible
Notes accepted for purchase in the Tender Offer. In connection with the
termination of the convertible bond hedge transactions and warrant transactions,
the counterparties to these transactions were expected to sell shares of Dycom
common stock in secondary market transactions, and/or unwind various derivative
transactions with respect to Dycom common stock. This activity may impact the
market price of our common stock and it may adversely affect the market value of
the Convertible Notes that remain outstanding. A copy of the press release
announcing the completion of, and providing information related to, the Tender
Offer and the related transactions is incorporated as Exhibit 99.1 to this
Current Report on Form 8-K and are incorporated into Item 8.01 of this Current
Report on Form 8-K by reference.
On June 4, 2020, Dycom announced that it intends to repay $400.0 million of
outstanding borrowings under the revolving credit facility (the "Revolving
Credit Facility) of its Amended and Restated Credit Agreement, dated as of
October 19, 2018 (the "Credit Agreement"), entered into with the lenders party
thereto from time to time (the "Lenders") and Bank of America, N.A., as
Administrative Agent, Swingline Lender and L/C Issuer. Dycom will use available
cash to make this repayment on the Revolving Credit Facility on June 8, 2020. As
discussed in Dycom's Current Report on Form 8-K/A filed with the Securities and
Exchange Commission on March 23, 2020, Dycom had previously borrowed additional
amounts under the Revolving Credit Facility as a protective measure.
Following the completion of the Tender Offer and the repayment of $400.0 million
of outstanding borrowings under the Revolving Credit Facility, Dycom will have
approximately $58.3 million aggregate principal amount of the Convertible Notes
outstanding, $275.0 million of outstanding borrowings under the Revolving Credit
Facility, and $438.8 million of term loans outstanding under the Credit
Agreement. Dycom may, upon notice to the Administrative Agent, at any time and
from time to time, voluntarily prepay amounts borrowed under the Credit
Agreement, in whole or in part, without penalty, subject to payment of certain
costs. During the quarter ending July 25, 2020, borrowings under the Credit
Agreement are expected to bear interest at 1.75% plus LIBOR, which is based upon
Dycom's consolidated net leverage ratio as defined by the Credit Agreement. The
Company expects non-cash amortization of debt discount on Notes of approximately
$1.7 million for the quarter ending July 25, 2020, based on the amount of the
Convertible Notes outstanding during the period. A copy of the Credit Agreement
was included as an exhibit to Dycom's Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 22, 2018.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release dated June 03, 2020 by Dycom Industries, Inc.
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