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)  March 14, 2013

 

PRIMORIS SERVICES CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-34145

 

20-4743916

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2100 McKinney Avenue, Suite 1500, Dallas, TX 75201

(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (214) 740-5600

 

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 (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))

 

 

 


 

As used in this Current Report on Form 8-K, the terms “we,” “us,” “our” and the “Company” mean Primoris Services Corporation, a Delaware corporation, and our consolidated subsidiaries, taken together as a whole.

 

Item 1.01              Entry into a Material Definitive Agreement

 

Master Loan and Security Agreement with Banc of America Leasing & Capital, LLC

 

On March 14, 2013, Stellaris, LLC (“Stellaris”), a wholly owned subsidiary of the Company, entered into a Master Loan and Security Agreement (the “BofA Agreement”) with Banc of America Leasing & Capital, LLC (the “Bank”) for financing of equipment, pursuant to an equipment note.  In connection with the transaction, Stellaris entered into the Addendum to Master Loan and Security Agreement (the “Addendum”), dated March 22, 2013 with the Bank, whereby certain of our subsidiaries have agreed to be obligated as co-borrowers for all amounts borrowed under the BofA Agreement.  The Equipment Security Note (the “Note”), dated March 14, 2013, with the Bank for $16.12 million, was funded on March 25, 2013.  The Note is secured by certain construction equipment as outlined in Exhibit A of the Note.  The Note is payable in equal monthly installments over a seven year period.  The principal amount of the Note bears interest at 2.18% per annum and may be prepaid subject to certain prepayment breakage fees.  A copy of the agreements are attached to the Current Report on Form 8-K, with the BofA Agreement as Exhibit #10.1, the Addendum as Exhibit #10.2 and the Note as Exhibit #10.3.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)        Exhibits .

 

Exh. No.

 

Description

 

 

 

10.1

 

Master Loan and Security Agreement, dated March 14, 2013, by and among Stellaris, LLC and Banc of America Leasing & Capital, LLC.

 

 

 

10.2

 

Addendum to Master Loan and Security Agreement, dated March 22, 2013, by and among Stellaris LLC, ARB, Inc. James Construction Group, LLC, BTEX Materials, LLC, Miller Springs Materials, LLC, Primoris Energy Services Corporation and Banc of America Leasing & Capital, LLC.

 

 

 

10.3

 

Equipment Security Note, dated March 14, 2013, by and among Stellaris LLC, ARB, Inc. James Construction Group, LLC, Miller Springs Materials, LLC, Primoris Energy Services Corporation and Banc of America Leasing & Capital, LLC.

 

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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.

 

 

 

PRIMORIS SERVICES CORPORATION

 

 

 

 

 

 

Date:  April 1, 2013

By:

/s/ Peter J. Moerbeek

 

 

 

 

Name:

Peter J. Moerbeek

 

 

Title:

Executive Vice President, Chief Financial Officer

 

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EXHIBIT INDEX

 

Exh. No.

 

Description

 

 

 

10.1

 

Master Loan and Security Agreement, dated March 14, 2013, by and among Stellaris, LLC and Banc of America Leasing & Capital, LLC.

 

 

 

10.2

 

Addendum to Master Loan and Security Agreement, dated March 22, 2013, by and among Stellaris LLC, ARB, Inc. James Construction Group, LLC, BTEX Materials, LLC, Miller Springs Materials, LLC, Primoris Energy Services Corporation and Banc of America Leasing & Capital, LLC.

 

 

 

10.3

 

Equipment Security Note, dated March 14, 2013, by and among Stellaris LLC, ARB, Inc. James Construction Group, LLC, Miller Springs Materials, LLC, Primoris Energy Services Corporation and Banc of America Leasing & Capital, LLC.

 

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