|
|
Item 1.01
|
Entry into a Material Definitive Agreement.
|
On
June 9, 2017
, The Goldfield Corporation (the “Company”), the Company’s wholly owned subsidiaries (Power Corporation of America, a Florida corporation, Southeast Power Corporation, a Florida corporation, C and C Power Line, Inc., a Florida corporation, Precision Foundations Inc., a Florida corporation, Bayswater Development Corporation, a Florida corporation, and Pineapple House of Brevard, Inc., a Florida corporation) (collectively with the Company, the “Debtors”), and Branch Banking and Trust Company (“BB&T”), entered into a Master Loan Agreement (the “Master Loan Agreement”).
The Master Loan Agreement restates substantially the same terms and conditions as those set forth in the previous Master Loan Agreement (the “Previous Master Loan Agreement”) among the Debtors and BB&T originally entered into on March 6, 2015 (as described in the Company’s Form 8-K filed on March 11, 2015, and incorporated herein by reference), except for the addition of a $22.6 million loan (the “$22.6 Million Equipment Loan”). The Master Loan Agreement replaces the Previous Master Loan Agreement.
Borrowings of
$15.6 million
from the $22.6 Million Equipment Loan were used to pay in full all of the outstanding BB&T loans listed below, plus accrued interest and loan closing costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Principal
Balance
|
|
|
Loan Description
|
|
Loan Amount
|
|
|
Maturity Date
|
$10.0 Million Equipment Loan
|
|
$
|
10,000,000
|
|
|
$
|
6,653,704
|
|
|
July 28, 2020
|
$17.0 Million Equipment Loan
|
|
17,000,000
|
|
|
7,900,000
|
|
|
March 6, 2020
|
$2.0 Million Equipment Loan
|
|
2,000,000
|
|
|
1,006,625
|
|
|
March 6, 2020
|
Total all loans
|
|
$
|
29,000,000
|
|
|
$
|
15,560,329
|
|
|
|
The remaining portion of the $22.6 Million Equipment Loan balance will be drawn by the Company for equipment purchases that occurred by March 31, 2017.
Under the documentation related to the $22.6 Million Equipment Loan, principal payments of $510,000.00 plus accrued interest will commence on July 9, 2017 and continue monthly thereafter until the loan is paid in full. In addition, the $22.6 Million Equipment Loan will bear interest at a rate per annum equal to One Month LIBOR (as defined in the documentation related to each loan) plus 1.80%, which will be adjusted monthly on the first day of each LIBOR Interest Period. The $22.6 Million Equipment Loan will mature and will be due and payable in full on March 9, 2021. The Master Loan Agreement contains customary representations and warranties and customary events of default.
The obligations under the $22.6 Million Equipment Loan are secured by a continuing security interest in the currently owned and hereafter acquired personal property of the Debtors identified as: (i) accounts, including all contract rights; (ii) equipment and machinery, including all accessions thereto, and all manufacturers' warranties, parts and tools therefore; (iii) vehicles; (iv) supporting obligations; and (v) to the extent not listed above as original collateral, all proceeds (cash and non-cash) and products of the foregoing.
The Company and its affiliates (including its wholly owned subsidiaries) do not have any material relationship with BB&T, other than with respect to (i) the Master Loan Agreement and the documentation related thereto (ii) the Previous Master Loan Agreements and the documentation related thereto and (iii) other customary banking matters.
The foregoing descriptions of the Master Loan Agreement and the $22.6 Million Equipment Loan, including the documentation related to each loan, do not purport to summarize all of the provisions of these documents
and are qualified in their entirety by reference to the documents filed herewith as Exhibits 10-1 through 10-5 to this Current Report on Form 8-K.
|
|
Item 1.02
|
Termination of a Material Definitive Agreement.
|
On June 9, 2017, the Debtors and BB&T entered into the Master Loan Agreement and terminated the Previous Master Loan Agreement. The information set forth in Item 1.01 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 and the exhibits identified in Item 1.01 are incorporated herein by reference.
|
|
Item 9.01
|
Financial Statements and Exhibits.
|
|
|
Exhibit
|
Description of Exhibit
|
|
|
10-1
|
Master Loan Agreement, dated
June 9, 2017
, by and between BB&T and the Company, Southeast Power Corporation, Pineapple House of Brevard, Inc., Bayswater Development Corporation, Power Corporation of America, Precision Foundations, Inc., and C and C Power Line, Inc.
|
|
|
10-2
|
Promissory Note, dated
June 9, 2017
, relating to The Goldfield Corporation $22.6 million loan
|
|
|
10-3
|
Addendum to Promissory Note, dated
June 9, 2017
, relating to The Goldfield Corporation $22.6 million loan
|
|
|
10-4
|
BB&T Security Agreement, dated
June 9, 2017
by and between BB&T and the Debtors, relating to The Goldfield Corporation $22.6 million loan
|
|
|
10-5
|
Guaranty Agreement, dated
June 9, 2017
, relating to The Goldfield Corporation $22.6 million loan
|