Item 1.01. Entry into a Material Definitive Agreement.
The information under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01
Item 2.01. Completion of Acquisition or Disposition of Assets.
On
Drum is the parent company of
The foregoing description of the Merger Agreement and the transactions
contemplated thereby is not complete and is subject to and qualified in its
entirety by reference to the full text of the Merger Agreement, which was
previously filed as Exhibit 2.1 to the Company's Current Report on Form 8-K
filed with the
Important Statement regarding the Merger Agreement. The Merger Agreement has
been included to provide investors with information regarding terms of the
Merger. It is not intended to provide any other factual information about the
Company, Centuri, Drum,
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Merger Agreement instead of establishing these matters as facts or made for other purposes, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
At Centuri's option, interest rates for the Term Loan Facility and the Revolving Credit Facility are based on either a "base rate" or LIBOR, plus an applicable margin in either case. The Term Loan Facility is also subject to a LIBOR floor of 0.50%. Furthermore, Centuri Canada Division Inc. may borrow under the Revolving Credit Facility with interest rates based on either a "base rate" or CDOR plus the applicable margin, at the Borrower's option. The margin for the Term Loan Facility will be 1.50% for base rate loans and 2.50% for LIBOR loans. The margin for the Revolving Credit Facility ranges from 0.0% to 1.25% for base rate loans and from 1.00% to 2.25% for LIBOR loans, depending on Centuri's net leverage ratio.
The Credit Agreement contains certain customary representations and warranties,
affirmative and negative covenants and events of default. There are no financial
covenants related to the Term Loan Facility. The Revolving Credit Facility
requires Centuri to (i) maintain a maximum total net leverage ratio of 5.50 to
1.00 with a step-down to 4.75 to 1.0 on
Subject to certain exceptions, amounts outstanding under the Credit Agreement
are required to be prepaid with (i) 100% of the net cash proceeds of the
issuance or incurrence of debt by Centuri or any of its subsidiaries, (ii) 100%
of the net cash proceeds of all non-ordinary course asset sales, insurance and
condemnation recoveries and other asset dispositions by Centuri or any of its
subsidiaries and (iii) 50% of the excess cash flow for each fiscal year of
Centuri commencing with the fiscal year ending
On
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amounts outstanding under Centuri's existing credit facility and certain
indebtedness of
The foregoing description of the Credit Agreement is not complete and is qualified in its entirety by reference to the text of the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The required historical financial statements of Drum Parent will be filed by an amendment to this Current Report on Form 8-K within 71 calendar days of the due date hereof.
(b) Pro Forma Financial Information
The required unaudited pro forma financial information of the Company will be filed by an amendment to this Current Report on Form 8-K within 71 calendar days of the due date hereof.
(d) Exhibits. Exhibit No. Description 2.1* Merger Agreement, dated as ofJune 28, 2021 , by and among CenturiGroup, Inc. ,Electric T&D Holdings LLC ,ETDH Merger Sub, Inc. ,Drum Parent, Inc. andOCM Drum Investors , L.P (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed onJune 29, 2021 ). 10.1 Credit Agreement withWells Fargo Securities, LLC andBofA Securities, Inc. , as joint lead arrangers,Wells Fargo Bank, National Association , as administrative agent,Bank of America, N.A ., as syndication agent, and the other lenders and agents party thereto. 104 Cover Page formatted in Inline XBRL.
* The Company has omitted schedules and other similar attachments to such
agreement pursuant to Item 601(b) of Regulation S-K.
copy of such omitted document to the
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