GRANITE CONSTRUCTION INCORPORATED (NYSE:GVA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
As previously disclosed on February14, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Layne Christensen Company (“Layne”) and Lowercase Merger Sub Incorporated. In connection with the Merger Agreement, on February23, 2018, Granite Construction Incorporated (the “Company”) entered into an Amendment No.1 to Second Amended and Restated Credit Agreement, by and among the Company, Granite Construction Company, and GILC Incorporated, as borrowers, Bank of America, N.A., as Administrative Agent, and the lenders party thereto (the “Amendment”). The Amendment amends the Second Amended and Restated Credit Agreement, dated as of October30, 2015 (the “Credit Agreement”) by and among the Company, Granite Construction Company, and GILC Incorporated, as borrowers, Bank of America, N.A. as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and the lenders party thereto to, among other things:
| (a) | increase the aggregate amount of uncommitted incremental revolving loans and/or incremental term loans that the Company may request up to a maximum of $130,000,000; |
| (b) | permit liens on certain assets of Layne securing certain secured convertible notes issued by Layne and permit the obligations owing in respect of letters of credit issued for the account of Layne or its subsidiaries and liens securing such obligations; |
| (c) | exempt Layne and its subsidiaries from the requirements under the Credit Agreement that would otherwise require them to guarantee the Company’s obligations under the Credit Agreement and grant liens on their assets to secure such obligations until such time as certain secured convertible notes issued by Layne have been paid or otherwise satisfied in full; and |
| (d) | permit the indebtedness outstanding under Layne’s convertible notes to remain outstanding after the Company acquires Layne and permit such convertible notes to be redeemed in accordance with the terms thereof. |
| Item 1.01. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above is incorporated by reference into this Item 1.01.
About GRANITE CONSTRUCTION INCORPORATED (NYSE:GVA)
Granite Construction Incorporated is a heavy civil contractor and construction materials producer in the United States. The Company operates through three segments: Construction, Large Project Construction and Construction Materials. Its Construction segment performs construction management, as well as various civil construction projects with a portion of the work focused on new construction and improvement of streets, roads, highways, bridges, site work, underground, power-related facilities, water-related facilities, utilities and other infrastructure projects. The Company’s Large Project Construction segment focuses on large and complex infrastructure projects, which have a longer duration than its Construction segment work. The Company’s Construction Materials segment mines and processes aggregates and operates plants that produce construction materials for internal use and for sale to third parties.
