IES Holdings, Inc. (NASDAQ:IESC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
In connection with the acquisition of NEXT Electric, LLC (“NEXT”) as described in Item 1.01 below, and in order to support the outstanding surety bonds of NEXT, IES Holdings, Inc. ( “IES” or the “Company”) and certain of its current and future subsidiaries and affiliates, including NEXT (collectively, the “Indemnitors”), entered into a General Agreement of Indemnity (the “Surety Agreement”) as of July14, 2017, with Travelers Casualty and Surety Company of America, St. Paul Fire and Marine Insurance Company, and their affiliated, associated and subsidiary companies, successors and assigns (“Travelers”), governing the terms upon which Travelers has issued and may in the future issue surety bonds securing NEXT’s contractual obligations.
to the Surety Agreement, the Indemnitors have agreed to assign to Travelers, among other things, as collateral to secure the Indemnitors’ obligations under the Surety Agreement, the Indemnitors’ rights, title and interest in, and all accounts receivable and related proceeds arising to, any contract bonded by Travelers on NEXT’s behalf. Further, under the Surety Agreement, the Indemnitors have agreed that, upon written demand, they will deposit with Travelers, as additional collateral, an amount determined by Travelers to be sufficient to discharge any claim made against Travelers on a bond issued on NEXT’s behalf.
The foregoing description of the Surety Agreement does not purport to be complete and is qualified in its entirety by reference to the Surety Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 1.01. Regulation FD Disclosure.
On July14, 2017, the Company issued a press release announcing the acquisition, as of July14, 2017, of 80% of the membership interests of NEXT, a Milwaukee, Wisconsin-based electrical contractor specializing in the design, installation and maintenance of electrical systems for commercial, industrial, healthcare, water treatment and education end markets. NEXT, which was acquired by IES Commercial, Inc., a wholly-owned subsidiary of the Company, will operate within the Company’s Commercial& Industrial segment.
The information in Item 1.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section18 of the Exchange Act of 1934, or otherwise subject to the liabilities of Section18, and shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act of 1934, except as set forth by specific reference in such filing.
Item 1.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description |
| Exhibit10.1 | General Agreement of Indemnity, July 14, 2017, by IES Holdings, Inc. and certain of its present and future subsidiaries and affiliates and Travelers Casualty and Surety Company of America, St. Paul Fire and Marine Insurance Company, and their affiliated, associated and subsidiary companies, successors and assigns. |
| Exhibit99.1 | Press release dated July 14, 2017. |
IES Holdings, Inc. ExhibitEX-10.1 2 d419769dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 General Agreement TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA Of Indemnity Hartford,…To view the full exhibit click here
About IES Holdings, Inc. (NASDAQ:IESC)
IES Holdings, Inc., formerly Integrated Electrical Services, Inc., is a holding company that owns and manages diverse operating subsidiaries across a range of infrastructure-related end markets. The Company operates through four segments: Communications, Residential, Commercial & Industrial, and Infrastructure Solutions. The Communications segment provides network infrastructure services for data centers and other mission critical environments. The Residential segment provides electrical installation services for single-family housing and multi-family apartment complexes and cable television installations for residential and light commercial applications. The Commercial & Industrial segment provides electrical and mechanical design, construction, and maintenance services to the commercial and industrial markets. The Company’s Infrastructure Solutions segment provides electro-mechanical solutions for industrial operations to domestic and international customers.
