Granite Construction Inc. Files 8-K with Key Agreements and Sales

TL;DR

GRANITE CONSTRUCTION INC. filed an 8-K detailing new agreements, terminations, financial obligations, and equity sales on June 6, 2024.

AI Summary

On June 6, 2024, Granite Construction Incorporated entered into a Material Definitive Agreement and also experienced the Termination of a Material Definitive Agreement. The company also had a direct financial obligation or an obligation under an off-balance sheet arrangement. Additionally, there were unregistered sales of equity securities.

Why It Matters

This filing indicates significant corporate actions, including new agreements, terminations, financial obligations, and equity sales, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves multiple significant events including material agreements, terminations, financial obligations, and equity sales, which carry inherent risks.

Key Players & Entities

• Granite Construction Incorporated (company) — Registrant
• June 6, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock , $0.01 par value GVA New York Stock Exchang
• $373.75 million — (the "Company") closed its offering of $373.75 million aggregate principal amount of its 3.25%
• $48.75 million — al purchasers to purchase an additional $48.75 million aggregate principal amount of the Notes
• $365.0 m — he sale of the Notes were approximately $365.0 million, after deducting the initial purc
• $46.0 million — iscount. The Company used approximately $46.0 million of the net proceeds from the offering t
• $57.6 million — ddition, the Company used approximately $57.6 million of the net proceeds from the offering t
• $30.2 million — he offering to repurchase approximately $30.2 million aggregate principal amount of the Compa
• $1,000 — hares of the Company's common stock per $1,000 principal amount of Notes (equivalent t
• $77.88 — itial conversion price of approximately $77.88 per share of the Company's common stock
• $59.91 — ion premium of approximately 30% to the $59.91 per share last reported sale price of t
• $119.82 — ped Call Transactions will initially be $119.82 per share, which represents a premium o
• $1.1 million — he 2024 Note Repurchases, approximately $1.1 million in aggregate principal amount of the 20

Filing Documents

• gva20240611_8k.htm (8-K) — 50KB
• ex_686427.htm (EX-4.1) — 718KB
• ex_686428.htm (EX-10.1) — 317KB
• image01.jpg (GRAPHIC) — 3KB
• image02.jpg (GRAPHIC) — 4KB
• image03.jpg (GRAPHIC) — 4KB
• image04.jpg (GRAPHIC) — 4KB
• image05.jpg (GRAPHIC) — 4KB
• image06.jpg (GRAPHIC) — 5KB
• 0001437749-24-020086.txt ( ) — 1433KB
• gva-20240606.xsd (EX-101.SCH) — 3KB
• gva-20240606_def.xml (EX-101.DEF) — 11KB
• gva-20240606_lab.xml (EX-101.LAB) — 15KB
• gva-20240606_pre.xml (EX-101.PRE) — 11KB
• gva20240611_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Convertible Note Offering On June 11, 2024, Granite Construction Incorporated (the "Company") closed its offering of $373.75 million aggregate principal amount of its 3.25% convertible senior notes due 2030 (the "Notes") for gross proceeds of $373.75 million. The proceeds include the full exercise of the option by the initial purchasers to purchase an additional $48.75 million aggregate principal amount of the Notes granted by the Company to the initial purchasers. The Notes were sold in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Notes and the shares of the Company's common stock issuable upon conversion of the Notes, if any, have not been and will not be registered under the Securities Act or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Company estimates that the net proceeds from the sale of the Notes were approximately $365.0 million, after deducting the initial purchasers' discount. The Company used approximately $46.0 million of the net proceeds from the offering to pay the cost of the Capped Call Transactions (as defined below). In addition, the Company used approximately $57.6 million of the net proceeds from the offering to repurchase approximately $30.2 million aggregate principal amount of the Company's 2.75% convertible senior notes due 2024 (the "2024 Notes") concurrent with the offering in separate and individually negotiated transactions. The Company intends to use the remainder of the net proceeds from the offering to repay amounts outstanding under its term loan and for general corporate purposes, which may include acquisitions and share repurchases. Indenture The Notes

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Unwind Transactions 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. The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Convertible Note Offering, Indenture and Capped Call Transactions is incorporated herein by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Convertible Notes Offering is incorporated herein by reference. The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and for resale by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers.

Forward-Looking Statements

Forward-Looking Statements Any statements contained in this Current Report on Form 8-K that are not based on historical facts, including statements about the use of proceeds, the cancelation of the repurchased 2024 Notes, the Company's receipt of the Company's common stock and the potential impact of the Capped Call Transactions constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by words such as "expects," "estimates," "intends," "plans," "potential," "may," "will," "could," "would" and the negatives thereof or other comparable terminology or by the context in which they are made. These forward-looking statements are predictions reflecting the best judgment of the Company's senior management and reflect the Company's current expectations regarding the use of proceeds, the cancelation of the repurchased 2024 Notes, the Company's receipt of the Company's common stock and the potential impact of the Capped Call Transactions. These expectations may or may not be realized. Some of these expectations may be based on beliefs, assumptions or predictions that may prove to be incorrect. In addition, the Company's business and operations involve numerous risks and uncertainties, many of which are beyond the Company's control, which could result in the Company's expectations not being realized or otherwise materially affect the Company's business, financial condition, results of operations, cash flows and liquidity. Such risks and uncertainties include, but are not limited to, the effects of entering into the Capped Call Transactions, the 2024 Note Repurchases and the Unwind Transactions, and those described in greater detail in the Company's filings with the Securities and Exchange Commission, particularly those described in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Due to the inherent risks and uncertainties associated with the C

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit Number Description 4.1 Indenture (including Form of Note) with respect to Granite Construction Incorporated's 3.25% Convertible Senior Notes due 2030, dated June 11, 2024, by and between Granite Construction Incorporated and Wilmington Trust, National Association, as trustee 4.2 Form of 3.25% Convertible Senior Notes due 2030 (included in Exhibit 4.1) 10.1 Form of Capped Call Confirmation 104 Cover Page Interactive Data File (formatted as Inline XBRL)

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. GRANITE CONSTRUCTION INCORPORATED Date: June 12, 2024 By: /s/ M. Craig Hall M. Craig Hall Senior Vice President, General Counsel, Corporate Compliance Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR