Item 1.01. Entry into a Material Definitive Agreement.
On
Drum is the parent company of
The Merger Agreement contains certain customary representations, warranties and
covenants of the parties. The Merger Agreement also contains customary closing
conditions, including the expiration or termination of any waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Merger
Agreement contains certain termination rights, including a mutual termination
right if the Merger has not been completed prior to
The Company Parties furnished the Seller Parties with executed debt financing commitments, the proceeds of which will provide for funds to consummate the transactions contemplated by the Merger Agreement. Centuri intends to enter into a new term loan to finance the consideration for the Merger. The consummation of the Merger is not subject to a financing condition.
A copy of the Merger Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K. The description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Merger Agreement filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.
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 and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations, qualifications or other particulars agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the 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.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements
are based on current expectations, estimates and projections about, among
others, the industry, markets in which the Company operates, and the
transactions described in this Current Report on Form 8-
Item 9.01. Financial Statements and Exhibits.
(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.* 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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