Attached files
| file | filename |
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| EX-2.1 - Orion Group Holdings Inc | v172936_ex2-1.htm |
| EX-99.1 - Orion Group Holdings Inc | v172936_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 28,
2010
ORION
MARINE GROUP, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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1-33891
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26-0097459
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(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer Identification
Number)
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12000 Aerospace Suite
300
Houston,
Texas 77034
(Address
of principal executive offices)
(713)
852-6500
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE OF
CONTENTS
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Item
1.01
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Entry
into a Material Definitive Agreement
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Item
2.01
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Completion
of Acquisition or Disposition of Assets
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Item
8.01
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Other
Events
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Item
9.01
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Financial
Statements and Exhibits
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SIGNATURES
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EXHIBIT INDEX
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2
Item
1.01
Entry into a Material Definitive Agreement
Purchase
Agreement
On
January 28, 2010, Seagull Services, LLC, a wholly-owned subsidiary of Orion
Marine Group, Inc. (“Orion” or, the “Company”) entered into a Purchase Agreement
(the “Purchase
Agreement”) for the purchase of (a) the membership interests of T.W.
LaQuay Dredging, LLC (“TWLD”), a Texas limited
liability company, from LaQuay Holdings, Inc. (the “Seller”), (b) all of the
issued and outstanding capital stock of Industrial Channel and Dock, Company, a
Texas Corporation, and Commercial Channel and Dock Company, a Texas Corporation
(collectively, the “Channel
and Dock Companies”), from Timothy W. LaQuay and Linda F. LaQuay (the
principal shareholders of the Seller, the “Principal Shareholders”), and
(c) certain parcels of real property located in Calhoun County, Port Lavaca,
Texas from Principal
Shareholders (collectively, the “Purchase
Transactions”). The Company, the Seller, and the Principal
Shareholders closed the Purchase Transactions on January 28, 2010 (the “Closing Date”). At
the closing, the Company entered into consulting agreements with Timothy and
Linda LaQuay and with Charles F. Barnett for a term of one year from the Closing
Date.
Upon the
terms of and subject to the conditions set forth in the Purchase Agreement, the
total aggregate consideration paid by the Company to the Seller and the
Principal Shareholders consisted of the following:
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·
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Cash
consideration of $55.5 million, paid to the Seller for the membership
interests of T.W. LaQuay Dredging, LLC on the Closing
Date;
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·
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Cash
consideration of $4.5 million, paid to the Principal Shareholders for the
Channel and Dock Companies and the above mentioned parcels of land;
and
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·
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Up
to an additional $4.0 million ( to be held in escrow) payable to the
Seller as a result of additional Federal income taxes that may result from
treating the purchase of the membership interest of TWLD by the Company as
a purchase of TWLD's assets .
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The
Purchase Agreement contains customary representations, warranties, covenants and
indemnities, including certain post-closing covenants with respect to
confidentiality and non-competition.
Item
2.01 Completion
of Acquisition or Disposition of Assets
On the
Closing Date, the Company purchased all of the membership interests of
TWLD. TWLD is a privately-held, marine construction and dredging
company, based in Texas. TWLD and its predecessor company have
operated in the Gulf Coast markets since 2000. At the closing, TWLD became a
wholly-owned subsidiary of the Company.
A copy of
the Purchase Agreement is filed as Exhibit 2.1* to this Current Report on Form
8-K. The foregoing description of the Purchase Transactions and
Purchase Agreement are qualified in their entirety by reference to the terms of
the Purchase Agreement, as filed.
* Certain
schedules to the Purchase Agreement and other documents referenced therein have
been omitted pursuant to Item 601(b) (2) of Regulation S-K. The registrant will
furnish supplementally a copy of any omitted schedule to the Securities and
Exchange Commission upon request.
Prior to
these transactions, no relationship of any kind existed between the Seller or
the Principal Shareholders and 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 January 28, 2010, announcing the purchase of the
membership interests of TWLD, is attached hereto as Exhibit 99.1, and is
incorporated herein by reference.
3
Item
9.01 Financial
Statement and Exhibits
(a) Financial
statements of business acquired
The
Audited Financial Statements of TWLD will be filed as an amendment to this Form
8-K within seventy-one (71) days of the date of this filing.
The
Unaudited Financial Statements of TWLD will be filed as an amendment to this
Form 8-K within
seventy-one
(71) days of the date of this filing.
(b) Pro
forma financial information
The pro
forma financial information will be filed as an amendment to this Form 8-K
within seventy-one (71) days of the date of this filing.
4
SIGNATURE
Pursuant
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.
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Orion
Marine Group, Inc.
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Dated: February
2, 2010
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By:
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/s/ Mark R. Stauffer
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Executive Vice President and Chief Financial
Officer
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5
Exhibit
Index
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Exhibit
No.
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Description
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2.1
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Purchase
Agreement dated January 28, 2010 by and among LaQuay Holdings, Inc. and
Seagull Services, LLC
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99.1
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Press
Release issued January 28,
2010
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6