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): May 7, 2019
ORION GROUP HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
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| Delaware | 1-33891 | 26-0097459 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
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:
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)
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Effective, May 7, 2019, Orion Group Holdings, Inc. (the "Company") amended its syndicated credit agreement (the "Sixth 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 Sixth Amendment waives the leverage ratio for the first quarter of 2019, and will also increase the leverage ratio requirements to 9.50, 6.25, and 4.00 times for the second, third, and fourth quarters of 2019, respectively and provide a covenant waiver on the fixed charge coverage ratio for the second and third quarters of 2019. The fixed charge coverage ratio requirement will revert back to 1.25 times in the fourth quarter of 2019. The leverage ratio requirement will revert back to 3.00 times in the first quarter of 2020. Additionally, as of the execution date, the amendment will reduce the commitment on the revolving line of credit to $50 million.
A copy of the Sixth Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1. The foregoing description is qualified by reference in its entirety to such exhibit.
On May 9, 2019, the Company issued a press release announcing its financial results for the fiscal quarter ended March 31, 2019. 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 Form 8-K, including Exhibit 99.1 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.
A copy of the press release dated May 9, 2019 announcing the Company’s financial results for the fiscal quarter ended March 31, 2019 described in Item 2.02 is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Exhibit Index
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Exhibit No. | | Description |
| | Sixth amendment, effective May 7, 2019, to the Credit Agreement dated as of August 5, 2015 among the Company 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 May 9, 2019 announcing the Company’s financial results for the fiscal quarter ended March 31, 2019. |
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 Group Holdings, Inc. |
| Dated: May 9, 2019 | By: | /s/ Mark R. Stauffer |
| | | President and Chief Executive Officer |
