ORION GROUP HOLDINGS, INC. (NYSE:ORN) Files An 8-K Entry into a Material Definitive Agreement

ORION GROUP HOLDINGS, INC. (NYSE:ORN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

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Effective, March 21, 2019, Orion Group Holdings, Inc. (the “Company”) entered into an amended syndicated credit agreement (the “Credit Agreement” also known as the “Fifth Amendment”), with Regions Bank, as Administrative Agent and Collateral Agent, and Bank of America, N.A., BOKF, NA DBA Bank of Texas, and Branch Banking and Trust Company, as Co-syndication Agents, Regions Capital Markets, a division of Regions Bank, as Lead Arranger and Book Manager.

The Fifth Amendment provides the Company with greater flexibility as it provides for the calculation of Adjusted EBITDA that adds back various project specific costs and increases the leverage ratio requirements to 4.75 times the trailing twelve months adjusted EBITDA for the first and second quarters of 2019, before reverting back to 3.0 times in the third quarter of 2019. Additionally, the Fifth Amendment caps draws the Company may make on its revolver to $65 million until the leverage ratio is below 3.0 times for two consecutive quarters, at which time draws up to the full $100 million revolver are allowed.

A copy of the Fifth Amendment is attached to this Current Report on Form8-K as Exhibit10.1. The foregoing description is qualified by reference in its entirety to such exhibit.

Item 2.02 Results of Operations and Financial Condition

On March26, 2019, the Company issued a press release announcing its financial results for the fourth quarter and full year ended December31, 2018. A copy of the press release is attached to this Form 8-K as Exhibit 99.1.

The information contained in this Item 2.02 to the Company’s Current Report on Form8-K, including Exhibit99.1 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing.

Item 9.01 Financial Statement and Exhibits

A copy of the press release dated March26, 2019 announcing the Company’s financial results for the fourth quarter and full year ended December31, 2018 described in Item 2.02 is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Exhibit Index

Exhibit No.

Description

Fifth amendment, effective March 21, 2019, to the Credit Agreement dated as of August 5, 2015 among Orion Marine Group, Inc. as Borrower, Certain Subsidiaries of the Borrower Party Hereto From Time to Time, as Guarantors, the Lenders Party Hereto, Regions Bank, as Administrative Agent and Collateral Agent, and Bank of America, N.A., BOKF, NA DBA Bank of Texas, and Branch Banking and Trust Company, as Co-syndication Agents, Regions Capital Markets, a division of Regions Bank, as Lead Arranger and Book Manager

Press release issued March 26, 2019 announcing the Company’s financial results for the fourth quarter and full year ended December31, 2018.

Orion Group Holdings Inc Exhibit
EX-10.1 2 orionfifthamendmenttocre.htm EXHIBIT 10.1 orionfifthamendmenttocre Execution Version FIFTH AMENDMENT TO CREDIT AGREEMENT THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”),…
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About ORION GROUP HOLDINGS, INC. (NYSE:ORN)

Orion Group Holdings, Inc., formerly Orion Marine Group, Inc., is engaged in the heavy civil construction project management business. The Company specializes in marine construction. It provides a range of heavy civil marine construction services to federal agencies, state and municipal governments, and private commercial and industrial customers. Its heavy civil marine construction and project management services include new construction, dredging, repair and maintenance, and other related specialty services. The Company provides its heavy civil marine construction services on, over and under the water in the continental United States, Alaska, Canada and the Caribbean Basin. It provides heavy civil marine construction services through projects that are obtained primarily through a competitive bid or contract process.

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