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): November 12, 2020
GRANITE CONSTRUCTION INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-12911 | 77-0239383 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
585 West Beach Street
Watsonville, California 95076
(Address of Principal Executive Offices) (Zip Code)
Registrant’s 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):
| ☐ | 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value | GVA | New York Stock Exchange |
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. ☐
Item 1.01. | Entry into a Material Definitive Agreement. |
On November 12, 2020, Granite Construction Incorporated (the “Company”) entered into Amendment No. 5 to Third Amended and Restated Credit Agreement, among the Company and certain subsidiaries of the Company, each as borrowers, the guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent (the “Amendment”). The Amendment amends the Third Amended and Restated Credit Agreement, dated as of May 31, 2018, among the Company and certain subsidiaries of the Company, each as borrowers, the lenders party thereto and Bank of America, N.A., as administrative agent (as amended by Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of July 29, 2019, Amendment No 2. to Third Amended and Restated Credit Agreement, dated as of October 29, 2019, Amendment No 3. to Third Amended and Restated Credit Agreement, dated as of March 26, 2020, and Amendment No 4. to Third Amended and Restated Credit Agreement, dated as of June 19, 2020).
The Amendment, among other things,
| | (1) | requires that the Company deliver to the administrative agent (a) audited financial statements for the year ending December 31, 2019 and (b) unaudited financial statements for the quarters ending March 31, 2020, June 30, 2020 and September 30, 2020 on or before February 28, 2021; |
| | (2) | requires that the Company deliver to the administrative agent unaudited financial statements for the calendar months ending October 31, 2020, November 30, 2020, December 31, 2020 by the 20th day of the following respective calendar month; and |
| | (3) | requires that the Company maintain a Consolidated Leverage Ratio as of the last day of any fiscal quarter of less than 3.25 to 1.00 for the fiscal quarter ending December 31, 2020 and 3.00 to 1.00 for each fiscal quarter ending thereafter. |
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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/ Jigisha Desai |
| | | | Jigisha Desai |
| | | | Senior Vice President and Chief Financial Officer |
| | | | |
Date: November 17, 2020
