AEGION CORPORATION (NASDAQ:AEGN) Files An 8-K Entry into a Material Definitive Agreement

AEGION CORPORATION (NASDAQ:AEGN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.

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Entry into a Material Definitive Agreement.

On December 13, 2018, Aegion Corporation (the “Company”) executed a third amendment (the “Third Amendment”) to its current credit agreement, dated October 30, 2015, as previously amended. The Third Amendment, among other things, (a) modifies the calculation of consolidated EBITDA; (b) reduces the aggregate revolving commitments by $50,000,000 to $225,000,000; (c) permits the Company to increase certain commitments by a maximum aggregate amount of up to $300,000,000, which is increased from $225,000,000; (d) modifies the Company’s right to make certain additional restricted payments; (e) modifies the consolidated leverage ratio requirement; (f) modifies the consolidated fixed charge coverage ratio requirement; (g) permits the disposition, dissolution or liquidation by the Company of certain subsidiaries of the Company and permits certain investments received in connection with such dispositions; and (h) implements certain technical and other amendments.

The foregoing description of the Third Amendment is qualified in its entirety by reference to the Third Amendment, a copy of which is attached as Exhibit 10.1, and is incorporated herein by reference.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

On December 12, 2018, the Company appointed Kenneth L. Young as Corporate Controller and Chief Accounting Officer of the Company, effective December 12, 2018. Mr. Young will continue to serve as the Senior Vice President and Treasurer of the Company. Mr. Young, age 67, has served as the interim Corporate Controller and interim Chief Accounting Officer of the Company since May 4, 2018, and as Senior Vice President and Treasurer of the Company since 2009. Prior to joining the Company, he served as the Chief Financial Officer, Secretary and Treasurer for Huttig Building Products, Inc., a public company based in St. Louis, Missouri, from 2005 to 2009. Prior to that, he served as Corporate Treasurer for MEMC Electronic Materials, a public company based in St. Louis, Missouri, from 1989 to 2005.

There are no family relationships between Mr. Young and any director or executive officer of the Company. There are no arrangements or understandings between Mr. Young and any other person to which Mr. Young was selected as an officer. Mr. Young has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K. Mr. Young’s compensation was not modified in connection with this appointment.

Item 7.01.

Regulation FD Disclosure

On December 13, 2018, the Company issued a press release announcing Mr. Young’s appointment as Corporate Controller and Chief Accounting Officer. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 7.01 and Exhibit 99.1 hereto is furnished solely to Item 7.01 of this Form 8-K. Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d)

The following exhibits are filed as part of this report:

Exhibit Number

Description

10.1

Third Amendment, dated December 13, 2018, among Aegion Corporation, the Guarantors, Bank of America, N.A., as Administrative Agent, and the other parties thereto, filed herewith. (Certain information has been omitted and filed separately to confidential treatment under Rule 24B-2.)

99.1

Press Release of Aegion Corporation dated December 13, 2018, filed herewith.

***

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AEGION CORPORATION

By:

/s/ Mark A. Menghini

Mark A. Menghini

Senior Vice President and General Counsel

Date: December 14, 2018

INDEX TO EXHIBITS

These exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.

Exhibit

Description

Third Amendment, dated December 13, 2018, among Aegion Corporation, the Guarantors, Bank of America, N.A., as Administrative Agent, and the other parties thereto, filed herewith. (Certain information has been omitted and filed separately
Aegion Corp Exhibit
EX-10.1 2 exhibit101-form8xkamendtoc.htm EXHIBIT 10.1 (3RD AMEND TO CREDIT AGREE) Exhibit EXHIBIT 10.1Confidential information has been omitted in places marked “*****” and has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. THIRD AMENDMENT TO CREDIT AGREEMENTTHIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of December 13,…
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About AEGION CORPORATION (NASDAQ:AEGN)

Aegion Corporation (Aegion) is engaged in providing infrastructure protection and maintenance. The Company is engaged in providing technologies and services to protect against the corrosion of industrial pipelines, and rehabilitate and strengthen water, wastewater, energy and mining piping systems and buildings, bridges, tunnels and waterfront structures. It operates through three segments: Infrastructure Solutions, Corrosion Protection and Energy Services. Its sewer rehabilitation activities are conducted through installation and other construction operations performed directly by its subsidiaries. Its corrosion protection operations perform maintenance rehabilitation and corrosion protection services for oil and gas, industrial, and mineral piping systems and structures. Its Energy Services Operations performs engineering, procurement, construction, maintenance and turnaround services.

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