Attached files
file | filename |
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EX-10.1 - EX-10.1 - GRANITE CONSTRUCTION INC | d78612exv10w1.htm |
EX-10.2 - EX-10.2 - GRANITE CONSTRUCTION INC | d78612exv10w2.htm |
EX-10.3 - EX-10.3 - GRANITE CONSTRUCTION INC | d78612exv10w3.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 23, 2010
GRANITE CONSTRUCTION INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Delaware (State or Other Jurisdiction of Incorporation) |
1-12911 (Commission File Number) |
77-0239383 (IRS Employer Identification No.) |
585 West Beach Street
Watsonville, California 95076
(Address of Principal Executive Offices) (Zip Code)
Watsonville, California 95076
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (831) 724-1011
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 (see
General Instructions A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. | Entry into a Material Definitive Agreement. |
On December 23, 2010, Granite Construction Incorporated (the Company) entered into Amendment
No. 1 (the Amendment) to the Credit Agreement, dated as of June 22, 2010, among Granite
Construction Incorporated, Granite Construction Company, GILC Incorporated, Bank of America, N.A.,
as Administrative Agent, and the lenders party thereto (as amended by the Amendment, the Amended
Credit Agreement). The Amended Credit Agreement provides for a committed, secured revolving
credit facility of $100.0 million, with a sublimit for letters of credit of $50 million.
Borrowings under the Amended Credit Agreement bear interest at LIBOR plus an applicable margin
based on certain financial ratios calculated quarterly, as set forth in the Amended Credit
Agreement. The Companys obligations under the Amended Credit Agreement are guaranteed by certain
of the Companys subsidiaries and are secured by first priority liens on substantially all of the
assets of the Company and the Companys subsidiaries that are guarantors or borrowers under the
Amended Credit Agreement, excluding any owned or leased real property subject to an existing
mortgage. The Amended Credit Agreement is scheduled to expire on June 22, 2013.
The financial covenants contained in the Amended Credit Agreement require the maintenance of a
minimum Consolidated Tangible Net Worth, a minimum Consolidated Interest Coverage Ratio and a
maximum Consolidated Leverage Ratio, the calculations and terms of each of which are defined by the
Amended Credit Agreement. The Amended Credit Agreement also contains certain other restrictive
covenants and customary events of default.
The
Amended Credit Agreement and related Security Agreement and
Securities Pledge Agreement are attached
hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.
The descriptions of the Amended Credit Agreement, the Security
Agreement and the Securities Pledge Agreement
contained herein are qualified in their entirety by reference to the full texts of those
agreements.
Item 3.03. | Material Modification to Rights of Security Holders |
The information set forth under Item 1.01 above is incorporated by reference into this Item
3.03. Pursuant to the terms of the Amended Credit Agreement, the Companys ability to pay cash
dividends on shares of its common stock will generally be subject to the Company having a minimum
of $150 million in unencumbered cash and cash equivalents and marketable securities on its
consolidated balance sheet.
2
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit | ||||
Number | Description | |||
10.1 | Amendment No. 1 to the Credit Agreement, dated December 23,
2010, by and among Granite Construction Incorporated, Granite
Construction Company, GILC Incorporated, the lenders party
thereto and Bank of America, N.A., as Administrative Agent. |
|||
10.2 | Security Agreement, dated December 23, 2010, among Granite
Construction Incorporated, Granite Construction Company, GILC
Incorporated, the guarantors party thereto and Bank of
America, N.A., as Administrative Agent. |
|||
10.3 | Securities Pledge Agreement, dated December 23, 2010, among
Granite Construction Incorporated, Granite Construction
Company, GILC Incorporated, the guarantors party thereto and
Bank of America, N.A., as Administrative Agent. |
3
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.
GRANITE CONSTRUCTION INCORPORATED |
||||
By: | /s/ Terry K. Eller | |||
Terry K. Eller | ||||
Vice President, General Counsel and Secretary | ||||
Date: December 30, 2010
INDEX TO EXHIBITS
Exhibit | ||||
Number | Description | |||
10.1 | Amendment No. 1 to the Credit Agreement, dated December 23,
2010, by and among Granite Construction Incorporated, Granite
Construction Company, GILC Incorporated, the lenders party
thereto and Bank of America, N.A., as Administrative Agent. |
|||
10.2 | Security Agreement, dated December 23, 2010, among Granite
Construction Incorporated, Granite Construction Company, GILC
Incorporated, the guarantors party thereto and Bank of
America, N.A., as Administrative Agent. |
|||
10.3 | Securities Pledge Agreement, dated December 23, 2010, among
Granite Construction Incorporated, Granite Construction
Company, GILC Incorporated, the guarantors party thereto and
Bank of America, N.A., as Administrative Agent. |