NV5 GLOBAL, INC. (NASDAQ:NVEE) Files An 8-K Entry into a Material Definitive Agreement

NV5 GLOBAL, INC. (NASDAQ:NVEE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On November 8, 2019, NV5 Global, Inc., a Delaware corporation (“NV5” or the “Company”) and Geospatial Holdings Inc. (“Geospatial”) entered into a first amendment (the “First Amendment”) to the Agreement and Plan of Merger by and among NV5, NV5 Merger Sub Corp., a Delaware corporation and a direct subsidiary of NV5 (“Merger Sub,” and together with NV5, the “NV5 Parties”), and Geospatial and Arlington Capital Partners III, L.P., a Delaware limited partnership, solely in its capacity as representative for the stockholders and optionholders of Geospatial (the Merger Agreement”) previously reported by the Company. The amendment provides that the earliest date the parties may seek to consummate the Merger without NV5’s consent is December 20, 2019, consistent with the previously reported financing commitment obtained by NV5 from Bank of America, N.A., BofA Securities, Inc., PNC Bank, National Association and PNC Capital Markets LLC to fund the Merger under its existing credit facility, which commitment may not be requested by the Company prior to December 20, 2019. As a result of the first amendment, NV5 believes it will have available financing to consummate the Merger and the other transactions contemplated by the Merger Agreement when such obligations are incurred.
A copy of the First Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the First Amendment does not purport to be complete and it is qualified in its entirety by reference to the full text of the First Amendment.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
NV5 Global, Inc. Exhibit
EX-10.1 2 nv5-form8xk_cartxamendxexh.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERThis FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into on November 8,…
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NV5 Global, Inc., formerly NV5 Holdings, Inc., is a holding company. The Company provides professional and technical engineering and consulting solutions to public and private sector clients in the infrastructure, energy, construction, real estate and environmental markets. It focuses on five business verticals: construction quality assurance, infrastructure, energy, program management, and environmental solutions. Its segments include infrastructure, engineering and support services (INF), which provides to clients an array of services in the area of engineering, design and support services, including energy services; construction quality assurance (CQA), which provides construction inspection; geotechnical and engineering services; construction claims and litigation services, and environmental quality testing services, and program management services (PM), which provides program management for transportation and vertical construction projects, including construction management.

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