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

ME Staff 8-k
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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

Item 2.01 Completion of an Acquisition or Disposition of Assets
Item 8.01 Other Events
Item 9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
Item 1.01
Entry into a Material Definitive Agreement
On April 9, 2017, T.A.S. Commercial Concrete Construction, LLC, a
wholly owned subsidiary of Orion Group Holdings, Inc. (“Orion”
or the “Company”) entered into a Stock Purchase Agreement
(“the Agreement”) for the purchase of all the issued and
outstanding shareholdings of Tony Bagliore Concrete, Inc.
(“TBC”), a Texas corporation. The Company and the Seller, TBC,
closed the purchase transactions on April 10, 2017 (“the closing
date”).
Upon the terms of and subject to the conditions set forth in the
Agreement, the total aggregate consideration paid by the Company
to the Seller for the interests was cash consideration of $6
million. If certain target considerations are met in future
periods, an additional $2 million will become payable to the
Seller.
Item 2.01
Completion of an Acquisition or Disposition of Assets
On April 10, 2017 the Company announced the acquisition of TBC for
$6 million in cash. TBC is a full-service concrete contractor that
provides turnkey services covering all phases of commercial
concrete construction in Central Texas. In addition to the upfront
purchase price, the sellers have an opportunity to earn an
additional $2 million over a three year period based on achievement
of certain financial targets.
Prior to this transaction, no relationship of any kind existed
between the Seller or the Company or any of its affiliates,
directors, officers or any associate of any director or officer of
the Company.
Item 8.01
Other Events
A copy of our press release, dated April 10, 2017, announcing the
purchase of TBC is attached hereto as Exhibit 99.1, and is
incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
The exhibits to this current report on Form 8-K are listed in the
Exhibit Index, which appears at the end of, and is incorporated by
reference into, this report.
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.
Orion Marine Group, Inc.
Dated: April 13, 2017
By:
/s/ Christopher J. DeAlmeida
Vice President and Chief Financial Officer
Exhibit Index
Exhibit No.
Description
99.1
Press release dated April 10, 2017 announcing the
Company’s acquisition of TBC.
2.1
Stock Purchase Agreement dated April 9, 2017 by and among
Anthony James Bagliore III and Lori Sue Bagliore and
T.A.S. Commercial Concrete Construction, LLC (Schedules,
exhibits and similar attachments to the Agreement that
are not material have been omitted


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.

ORION GROUP HOLDINGS, INC. (NYSE:ORN) Recent Trading Information

ORION GROUP HOLDINGS, INC. (NYSE:ORN) closed its last trading session up +0.02 at 7.60 with 98,053 shares trading hands.