UNITED
STATES
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
Date
of report (Date of earliest event reported): February 2,
2009
MEADOW
VALLEY CORPORATION
(Exact
Name of Registrant as Specified in Charter)
|
|
|
|
|
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
|
4602
East Thomas Road, Phoenix, Arizona 85018
|
|
|
|
(Address
of Principal Executive Offices) (Zip Code)
|
|
|
|
|
|
|
|
|
|
|
|
(Registrant’s
telephone number, including area code)
|
|
|
|
|
|
|
|
|
|
|
|
(Former
Name or Former Address, if Changed Since Last Report)
|
|
| |
|
|
| |
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 Instruction 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))\
|
Introductory
Note
On
February 2, 2009, Meadow Valley Corporation (the “Company”) completed its merger
(the “Merger”) with Phoenix Merger Sub, Inc. (“Merger Sub”) pursuant to which
Merger Sub merged with and into the Company with the Company continuing as the
surviving corporation. The Merger was completed pursuant to the
Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 28,
2008, among Phoenix Parent Corp. (n/k/a Meadow Valley Parent Corp.) (“Parent”),
Merger Sub and the Company. Pursuant to the Merger, the Company has
become a wholly-owned subsidiary of Meadow Valley Holdings LLC (“Holdings”), a
Texas limited liability company organized by affiliates of Insight Equity
Holdings LLC (“Insight Equity”), Bradley E. Larson, Meadow Valley’s Chief
Executive Officer, Kenneth D. Nelson, Meadow Valley’s Chief Administrative
Officer, Robert W. Bottcher, Arizona Area President of Meadow Valley
Contractors, Inc. (together with Bradley E. Larson and Kenneth D. Nelson, the
“Rollover Participants”), and an affiliate of LBC Credit Partners, Inc.
(collectively, the “Investors”).
Item
1.01. Entry into a Material Definitive Agreement.
In
connection with the Merger, on February 2, 2009, the Company and certain of its
affiliates entered into that certain (i) Revolving Credit Loan and Security
Agreement with Capital One Leverage Finance Corp., as agent and a lender (the
“Revolving Loan Facility”); (ii) Term Loan and Security Agreement with LBC
Credit Partners II, L.P. (“LBC”), as agent and a lender (the “First Term Loan
Facility”); and (iii) Term Loan and Security Agreement with LBC, as agent and a
lender (the “Second Term Loan Facility”).
Revolving
Loan Facility
The
Revolving Loan Facility executed by the Company and certain of its affiliates
provides for an up to five-year revolving loan in an aggregate principal amount
not to exceed $25,000,000.
Interest Rate and Fees. Loans
under the Revolving Loan Facility bear interest at either (i) a rate equal to
LIBOR plus the LIBOR margin, which rate will not be less than 3.00% per annum,
or (ii) a rate equal to the base rate plus the base rate margin.
Guarantors. All
obligations under the Revolving Loan Facility are guaranteed by the Company and
certain of its subsidiaries.
Security. All
obligations under the Revolving Loan Facility are secured, subject to permitted
liens and other agreed upon exceptions, by a lien on substantially all present
and future assets of the borrowers and guarantors.
Other Terms. The
Revolving Loan Facility contains customary representations and warranties and
customary affirmative and negative covenants (in each case, with customary and
negotiated exceptions, carve-outs, baskets and materiality qualifiers),
including, among other things, restrictions on indebtedness, liens, investments,
sales of assets, mergers and consolidations and dividends, distributions and
other payments in respect of capital stock, and a maximum total leverage
ratio. The Revolving Loan Facility also includes customary terms and
conditions, including prepayment penalties and events of default (subject to
cure periods and carve-outs), including upon a change of control.
First
Term Loan Facility
The First
Term Loan Facility executed by the Company and certain of its affiliates
provides for an up to five-year term loan in an aggregate principal amount of
$10,000,000.
Interest Rate and
Fees. Loans under the First Term Loan Facility bear interest
at either (i) a rate equal to LIBOR plus the LIBOR margin, which rate will not
be less than 12.50% per annum, or (ii) a rate equal to the base rate plus the
base rate margin, which rate will not be less than 12.75% per
annum.
Guarantors. All obligations
under the First Term Loan Facility are guaranteed by the Company and certain of
its affiliates.
Security. All obligations
under the First Term Loan Facility are secured, subject to permitted liens and
other agreed upon exceptions, by a lien on substantially all present and future
assets of the borrowers and guarantors.
Other Terms. The
First Term Loan Facility contains customary representations and warranties and
customary affirmative and negative covenants (in each case, with customary and
negotiated exceptions, carve-outs, baskets and materiality qualifiers),
including, among other things, restrictions on indebtedness, liens, investments,
sales of assets, mergers and consolidations and dividends, distributions and
other payments in respect of capital stock, and a maximum total leverage
ratio. The First Term Loan Facility also includes customary terms and
conditions, including prepayment penalties and events of default (subject to
cure periods and carve-outs), including upon a change of control.
Second
Term Loan Facility
The
Second Term Loan Facility executed by the Company and certain of its affiliates
provides for an up to five-year term loan in an aggregate principal amount of
$19,000,000.
Interest Rate and Fees. Loans
under the Second Term Loan Facility bear cash interest and paid in kind interest
at negotiated rates.
Guarantors. All obligations
under the Second Term Loan Facility are guaranteed by the Company and certain of
its affiliates, of which certain guaranties are secured.
Security. All
obligations under the Second Term Loan Facility are secured, subject to
permitted liens and other agreed upon exceptions, by a lien on substantially all
present and future assets of Parent.
Other Terms. The
Second Term Loan Facility contains customary representations and warranties and
customary affirmative and negative covenants (in each case, with customary and
negotiated exceptions, carve-outs, baskets and materiality qualifiers),
including, among other things, restrictions on indebtedness, liens, investments,
sales of assets, mergers and consolidations and dividends, distributions and
other payments in respect of capital stock, and a maximum total leverage ratio.
The Second Term Loan Facility also includes customary terms and conditions,
including prepayment penalties and events of default (subject to cure periods
and carve-outs), including upon a change of control.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet Arrangement of a Registrant.
The
information regarding the new credit facilities set forth in Item 1.01 is
incorporated by reference into this Item 2.03.
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
In
connection with the closing of the Merger, the Company notified The Nasdaq Stock
Market, LLC (the “NASDAQ”) on February 2, 2009 that, at the effective time of
the Merger, each share of common stock of the Company (other than all or a
portion of the shares held by the Rollover Participants) was cancelled and
converted into the right to receive $11.25 in cash, without interest, and
requested that NASDAQ file with the Securities and Exchange Commission an
application on Form 25 to report that the shares of common stock of the Company
are no longer listed on NASDAQ.
Item
3.03. Material Modification to Rights of
Securityholders.
In
connection with the Merger, each share of common stock of the Company (other
than all or a portion of the shares held by the Rollover Participants) was
cancelled and converted into the right to receive $11.25 in cash, without
interest.
In
accordance with the Merger Agreement, the Rights Agreement dated as of February
13, 2007, as amended on July 28, 2008, by and between the Company and Corporate
Stock Transfer, Inc., as rights agent, terminated immediately prior to the
effective time of the Merger.
Item
5.01. Change in Control of Registrant.
On
February 2, 2009, pursuant to the terms of the Merger Agreement, the Investors
consummated the acquisition of the Company through the merger of Merger Sub with
and into the Company. The Company was the surviving corporation in
the Merger, and became a wholly-owned subsidiary of Parent and an indirect
wholly-owned subsidiary of Holdings. Through their respective
ownership interests in Holdings, the Investors own 100% of the capital stock of
the Company. The aggregate purchase price paid for all of the
outstanding common stock of the Company (other than all or a portion of the
shares held by the Rollover Participants) was approximately $56.5 million, which
purchase price was funded by equity financing from the Investors and borrowings
under the new credit facilities of the Company described in Item 1.01
above. The information regarding the new credit facilities set forth
in Item 1.01 is incorporated by reference into this Item 5.01.
The
shares of the Company’s common stock acquired by Parent in the Merger (the
“Pledged Shares”) were pledged as collateral security for a portion of the debt
financing pursuant to a Pledge Agreement (the “Pledge Agreement”), dated
February 2, 2009, made by Parent in favor of LBC, as agent for the lenders under
the Second Term Loan Facility. In the event Parent defaults under its
obligations pursuant to the Pledge Agreement, the lenders would acquire rights
with respect to the Pledged Shares, including the right to sell the Pledged
Shares to a third party. Any such sale could result in a change of
control of the Company.
Item
5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
Pursuant
to the terms of the Merger Agreement, at the effective time of the Merger, each
of Messrs. Charles E. Cowan, Charles R. Norton, Don A. Patterson, Bradley E.
Larson and Kenneth D. Nelson resigned as directors of the
Company. Immediately following such resignations, four new directors,
were appointed to the Company’s board of directors. The new directors
are Messrs. Ted W. Beneski (Chairman), Victor L. Vescovo, Conner Searcy and
Chris Zugaro.
The
executive officers of the Company and their respective titles prior to the
Merger were as follows: Bradley E. Larson, President and Chief Executive
Officer, Kenneth D. Nelson, Vice President and Chief Administrative Officer,
David D. Doty, Chief Financial Officer, Principal Accounting Officer, Secretary
and Treasurer, Robert W. Bottcher, Arizona Area President of Meadow Valley
Contractors, Inc., a wholly-owned subsidiary of the Company, and Robert Terril,
Nevada Area President of Meadow Valley Contractors, Inc., a wholly-owned
subsidiary of the Company. The executive officers of the Company and
their respective titles following the Merger are as follows: Ted W.
Beneski, President, Victor L. Vescovo, Managing Director, Secretary and Vice
President, Conner Searcy, Executive Director and Treasurer, Chris Zugaro, Vice
President, Bradley E. Larson, Chief Executive Officer, Kenneth D. Nelson, Chief
Administrative Officer, and David D. Doty, Chief Financial Officer.
Ted W.
Beneski, who was appointed as President of the Company, is 52 years old and
serves as Chief Executive Officer and Managing Partner of Insight Equity, a
private equity fund that acquired a controlling interest in the Company in
connection with the Merger, and its related investment funds and management
company. Mr. Beneski co-founded Insight Equity in June of
2002.
Item
5.03. Amendments to Articles of Incorporation or By-laws; Change in
Fiscal Year.
In
connection with the consummation of the Merger, the Company’s articles of
incorporation and bylaws were amended and restated as of the effective time of
the Merger. Copies of the restated articles of incorporation and
amended and restated bylaws of the Company are attached as Exhibits 3.1 and 3.2
hereto and are incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
3.1
|
|
Amended
and Restated Articles of Incorporation of the Company.
|
|
|
|
|
|
3.2
|
|
Amended
and Restated Bylaws of the Company.
|
SIGNATURES
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.
Dated: February
6, 2009
|
|
MEADOW
VALLEY CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ David D. Doty
|
|
|
|
Name:
|
David
D. Doty
|
|
|
|
Title:
|
Chief
Financial Officer
|
|
7