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): July 19, 2024
THE DAVEY TREE EXPERT COMPANY
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Ohio | 000-11917 | 34-0176110 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (Employer Identification
Number) |
1500 North Mantua Street
P.O. Box 5193
Kent, OH 44240
(Address of principal executive offices) (Zip Code)
(330) 673-9511
(Registrant's telephone number, including area code)
Not Applicable
(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:
| | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| N/A | | N/A | | N/A |
Indicate by check mark whether the registrant is an emerging growth company 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 ☐
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. ☐
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| Item 1.01 | Entry into a Material Definitive Agreement |
On July 19, 2024, The Davey Tree Expert Company (“Davey Tree” or the “Company”) entered into a Twelfth Amendment (the “Amendment”) to the Receivables Financing Agreement, dated as of May 9, 2016 (the “RFA”), by and among: (i) Davey Tree, as initial Servicer, (ii) Davey Receivables LLC, an Ohio limited liability company, special purpose entity and wholly-owned subsidiary of Davey Tree, as Borrower (the “Borrower”), and (iii) PNC Bank, National Association, as LC Bank, Lender and Administrative Agent (“PNC”). The RFA was entered into as part of an accounts receivable securitization program (the “AR Securitization Facility”).
The Amendment (i) extends for another year, until July 20, 2025, the scheduled termination date of the RFA, which was set to expire July 21, 2024, unless terminated earlier pursuant to the terms of the RFA, (ii) provides that PNC, as a lender, may issue loans to the Borrower, in addition to letters of credit, under the AR Securitization Facility, and (iii) increases the AR Securitization Facility limit to $125.0 million and provides that the limit may be increased to up to $150.0 million.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. | | | | | |
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
See the information set forth in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| | | | | |
| Exhibit Number | Description to Exhibit |
| |
| 104 | Cover Page Interactive Data File |
* Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
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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| | THE DAVEY TREE EXPERT COMPANY |
| | | |
| By: | /s/ Joseph R. Paul | |
| | Joseph R. Paul, Executive Vice President,
Chief Financial Officer and Assistant Secretary | |
Date: July 24, 2024
