UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 1.01Entry into a Material Definitive Agreement.
On May 5, 2023, Orion Group Holdings, Inc. (the “Company”) entered into a Consent Letter (the “Consent Letter”) by and between the Company, as borrower, certain subsidiaries of the Company (the “Guarantors”), Regions Bank, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent, and certain other banks and lenders party to the Consent Letter (the “Required Lenders”).
The Consent Letter, provided in connection with that certain Credit Agreement, dated as of August 5, 2015, by and among the Company, the Guarantors, the Administrative Agent and Collateral Agent, and other lenders party thereto (the “Lenders”), as amended (the “Credit Agreement”) that the Administrative Agent and the Required Lenders consent to the Credit Parties permitting (a) the Consolidated Leverage Ratio to exceed 3.00 to 1.00 and (b) the Consolidated Fixed Charge Coverage Ratio to be less than 1.25 to 1.00, in each case, for the Fiscal Quarter of the Borrower ended March 31, 2023, notwithstanding the requirements of clauses (a) and (b) of Section 8.8 of the Credit Agreement to the contrary. The consent provided under the Consent Letter expires if the Company has not consummated a refinancing of the obligations under the Credit Agreement on or before May 19, 2023 (or such later date as agreed upon by the Administrative Agent in writing in its sole discretion).
Item 2.02 Results of Operations and Financial Condition.
On May 8, 2023, the Company issued a press release (the “Earnings Release”) announcing its financial results for the fiscal quarter ended March 31, 2023. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description |
Consent Letter, dated May 5, 2023, by and between Orion Marine Group, Inc. as Borrower, certain subsidiaries of the Borrower, as Guarantors, the Lenders Party thereto, Regions Bank, as Administrative Agent and Collateral Agent, and Bank of America, N.A. and BOKF, NA dba Bank of Texas, as Co-Syndication Agents. | |
Press Release of Orion Group Holdings, Inc. dated May 8, 2023. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
EXHIBIT INDEX
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.
Orion Group Holdings, Inc. | ||
Dated: May 10, 2023 | By: | /s/ Travis J. Boone |
President and Chief Executive Officer | ||