Centuri Holdings Enters Material Definitive Agreement

TL;DR

Centuri Holdings just signed a big deal, creating a new financial obligation. Details to follow.

AI Summary

Centuri Holdings, Inc. entered into a material definitive agreement on September 20, 2024, related to a direct financial obligation. The filing details the creation of this obligation under an off-balance sheet arrangement. Specific details regarding the nature of the agreement and the financial obligation are not fully disclosed in the provided text, but it constitutes a significant event for the company.

Why It Matters

This filing indicates a new financial commitment or obligation for Centuri Holdings, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The creation of a new financial obligation can introduce financial risk, but the specific terms and impact are not yet fully detailed.

Key Players & Entities

• Centuri Holdings, Inc. (company) — Registrant
• September 20, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-42022 (identifier) — Commission File Number
• 93-1817741 (identifier) — IRS Employer Identification No.
• 19820 North 7th Avenue , Suite 120 , Phoenix , Arizona 85027 (address) — Address of principal executive offices
• (623) 582-1235 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 per share par value CTRI New York S
• $125.0 million — cility in the aggregate amount of up to $125.0 million (the "Facility"). The proceeds from the

Filing Documents

• d803102d8k.htm (8-K) — 34KB
• d803102dex101.htm (EX-10.1) — 735KB
• d803102dex102.htm (EX-10.2) — 210KB
• d803102dex103.htm (EX-10.3) — 47KB
• 0001193125-24-226058.txt ( ) — 1386KB
• ctri-20240920.xsd (EX-101.SCH) — 3KB
• ctri-20240920_lab.xml (EX-101.LAB) — 18KB
• ctri-20240920_pre.xml (EX-101.PRE) — 11KB
• d803102d8k_htm.xml (XML) — 4KB

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can often be identified by the use of words such as "will," "predict," "continue," "forecast," "expect," "believe," "anticipate," "outlook," "could," "target," "project," "intend," "plan," "seek," "estimate," "should," "may" and "assume," as well as variations of such words and similar expressions referring to the future. The specific forward-looking statements made herein include, without limitation, statements regarding the Company's expected use of proceeds from the Facility. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of the Company's control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These factors include, but are not limited to, capital market risks and the impact of general economic or industry conditions. Factors that could cause actual results to differ also include, without limitation, those discussed in the Company's filings filed from time to time with the U.S. Securities and Exchange Commission. Further, forward-looking statements speak only as of the date they are made, and the Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. Item9.01.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits . EXHIBIT INDEX Exhibit No. Description 10.1 Receivables Purchase Agreement, dated as of September 20, 2024, among Centuri Special Purpose Entity, LLC, as seller, Centuri Group, Inc., as servicer, the persons from time to time party thereto, as purchasers, PNC Bank, National Association, as administrative agent, and PNC Capital Markets LLC, as structuring agent. 10.2 Sale and Contribution Agreement, dated as of September 20, 2024, among Centuri Group, Inc., as servicer, the originators from time to time party thereto, as sellers and contributors, and Centuri Special Purpose Entity, LLC, as buyer. 10.3 Performance Guaranty, dated as of September 20, 2024, by Centuri Group, Inc., as performance guarantor, in favor of PNC Bank, National Association, as administrative agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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. CENTURI HOLDINGS, INC. Date: September 25, 2024 By: /s/ Gregory A. Izenstark Gregory A. Izenstark Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR