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)   June 3, 2015

 

PRIMORIS SERVICES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

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

 

Third Letter Amendment to Note Purchase and Private Shelf Agreement with Prudential Investment Management, Inc. and other holders

 

On June 3, 2015, we entered into a Third Letter Amendment (the “Third Letter Amendment”) to our Note Purchase and Private Shelf Agreement, dated as of December 28, 2012, as amended, (the “Shelf Agreement”), by and among the Company and Prudential Investment Management, Inc. and certain Prudential affiliates (the “Noteholders”).

 

The Third Letter Amendment provides for the issuance of additional notes of up to $75 million over the next three year period ending June 3, 2018, with maturity dates no more than 10 years from the date issued, and at the market interest rate for notes with equivalent terms and conditions.  All other terms and conditions of the Shelf Agreement remain unchanged.

 

A copy of the Third Letter Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and the description of the Third Letter Amendment is qualified in its entirety by reference to the exhibit.

 

Item 2.03              Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information under Item 1.01 is incorporated herein by reference.

 

Item 9.01.                                        Financial Statements and Exhibits.

 

(d)          Exhibits.

 

Exh. No.		Description
10.1		Third Letter Amendment to the Shelf Agreement, dated as of June 3, 2015, by and among Primoris Services Corporation and Prudential Investment Management, Inc. and each other Holder (as defined in the Shelf Agreement).

 

2

 

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:  June 8, 2015	By:	/s/ Peter J. Moerbeek
		Name:	Peter J. Moerbeek
		Title:	Executive Vice President, Chief Financial Officer

 

3

 

EXHIBIT INDEX

 

Exh. No.		Description
10.1		Third Letter Amendment to the Shelf Agreement, dated as of June 3, 2015, by and among Primoris Services Corporation and Prudential Investment Management, Inc. and each other Holder (as defined in the Shelf Agreement).

 

4