The Goldfield Corporation (“Goldfield” or the “Company”) (NYSE
American: GV), a leading provider of electrical transmission and
distribution maintenance services for utility and industrial
customers, today announced it has entered into a definitive merger
agreement under which an affiliate of First Reserve has agreed to
acquire all outstanding shares of Goldfield for $7.00 per share in
cash, pursuant to a cash tender offer. This represents a 64%
premium to Goldfield’s closing stock price on November 23, 2020 and
a 57% premium to the 30-day volume-weighted average price of $4.46
as of the same date. The transaction, which was unanimously
approved by Goldfield’s Board of Directors, implies a total
enterprise value for Goldfield of approximately $194 million,
including net debt, and is not subject to any financing
contingency.
Commenting on the agreement, Goldfield’s Board
of Directors stated, “We fully support this transaction and are
excited about the long-term opportunities this presents for the
future of Goldfield and the immediate value it provides for our
shareholders. First Reserve has a highly successful track record of
working with services companies that operate in the utility sector
to drive sustainable growth, and we are confident they will be a
great partner for our customers and employees as they move forward
together.”
Jeff Quake, Managing Director at First Reserve,
commented, “This investment highlights First Reserve’s continued
commitment to building leading platforms which play a crucial role
in maintaining and enhancing mission-critical infrastructure. As
the domestic power generation mix continues to diversify, including
the transition to increasingly adopt sustainable sources of
electricity such as renewables, we believe Goldfield is well
positioned to participate in these long-term trends driven by
increased focus on ESG, reliability and asset integrity.”
Transaction Details
The transaction will be completed through a cash
tender offer for all of the outstanding common shares of Goldfield
for $7.00 cash per share, followed by a merger in which the
remaining common shares of Goldfield will be converted into the
right to receive the same cash price per share paid in the tender
offer. Goldfield’s Board of Directors will unanimously recommend
that all shareholders tender their shares in the offer. The
transaction is conditioned upon satisfaction of the minimum tender
condition, which requires that shares representing more than 50% of
Goldfield’s outstanding shares be tendered, as well as other
customary closing conditions, including expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. The estate of Goldfield’s former CEO John
Sottile, which has beneficial ownership and control over
approximately 8.5% of the shares outstanding, has agreed to tender
those shares into the offer. The transaction is expected to close
by January 2021.
The merger agreement will be attached as an
exhibit to the Company’s report on Form 8-K to be filed with the
U.S. Securities and Exchange Commission (the “SEC”), and is also
available on the Company’s website at
http://www.goldfieldcorp.com.
Stifel is serving as financial advisor and
K&L Gates LLP is serving as legal advisor to Goldfield. Simpson
Thacher & Bartlett LLP is serving as legal advisor to First
Reserve.
About The Goldfield
Corporation
Goldfield is a leading provider of electrical
transmission and distribution maintenance services engaged in the
construction of electrical infrastructure for the utility industry
and industrial customers, primarily in the Southeast, mid-Atlantic
and Texas-Southwest regions of the United States. For more
information about the Company, please refer to our filings with the
SEC and visit the Company’s website at
http://www.goldfieldcorp.com.
About First Reserve
First Reserve is a leading global private equity
investment firm exclusively focused on energy, including related
industrial markets. With over 35 years of industry insight,
investment expertise and operational excellence, the Firm has
cultivated an enduring network of global relationships and raised
more than $32 billion of aggregate capital since inception. First
Reserve has completed approximately 700 transactions (including
platform investments and add-on acquisitions), creating several
notable energy companies throughout the Firm’s history. Its
portfolio companies have operated on six continents, spanning the
energy spectrum from upstream oil and gas to midstream and
downstream, including resources, equipment and services, and
associated infrastructure. Please visit
www.firstreserve.com for further information.
Forward-Looking
Statements
This communication contains forward-looking
information relating to Goldfield and the proposed transaction that
involves substantial risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
by such statements. These forward-looking statements generally
include statements that are predictive in nature and depend on or
refer to future events or conditions, and include words such as
“believes,” “plans,” “anticipates,” “projects,” “estimates,”
“expects,” “intends,” “strategy,” “future,” “opportunity,” “may,”
“will,” “should,” “potential,” or similar expressions.
Forward-looking statements in this document include, among other
things, statements about the potential benefits of the proposed
acquisition; First Reserve’s plans, objectives, expectations and
intentions; the financial condition, results of operations and
business of Goldfield; industry, business strategy, goals and
expectations concerning Goldfield’s market position, future
operations, future performance and profitability; and the
anticipated timing of closing of the acquisition. Risks and
uncertainties include, among other things, risks related to the
satisfaction of the conditions of closing of the acquisition
(including the failure to obtain necessary regulatory approvals) in
the anticipated timeframe or at all, including uncertainties as to
how many of the Company’s shareholders will tender their
shares.
Important additional information will be
filed with the U.S. Securities and Exchange Commission
The tender offer for the outstanding common
stock of Goldfield has not yet commenced. This press release and
any other materials referenced herein do not constitute an offer to
purchase or a solicitation of an offer to sell securities, nor is
it a substitute for the tender offer materials that First Reserve
or an affiliate thereof will file with the SEC upon commencement of
the tender offer. This communication is for informational purposes
only. The tender offer transaction that will be commenced by
affiliates of First Reserve will be made pursuant to a tender offer
statement on Schedule TO (including the Offer to Purchase, a
related Letter of Transmittal and other offer materials) to be
filed by such affiliates of First Reserve with the SEC. In
addition, Goldfield will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC related to the tender
offer. PRIOR TO MAKING ANY DECISION REGARDING THE TENDER OFFER,
GOLDFIELD STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE SCHEDULE TO
(INCLUDING THE OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND OTHER OFFER MATERIALS) AND THE RELATED
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS THEY
MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE
VARIOUS TERMS OF, AND CONDITIONS TO THE TENDER OFFER, THAT SHOULD
BE READ BEFORE MAKING A DECISION TO TENDER SHARES. Goldfield
stockholders will be able to obtain the Schedule TO (including the
Offer to Purchase, a related Letter of Transmittal and other offer
materials) and the related Solicitation/Recommendation Statement on
Schedule 14D-9 (once they become available) at no charge on the
SEC’s website at www.sec.gov. These materials may also be obtained
by contacting the Company’s Investor Relations department at 1684
West Hibiscus Blvd., Melbourne, FL 32901 or the investor relations
section of the Company’s website at
https://ir.goldfieldcorp.com/.
For further information, please contact:The Goldfield
CorporationKristine WalczakT:
312-898-3072kwalczak@effectivecorpcom.com
or
First ReserveJonathan Keehner / Julie OakesJoele
Frank, Wilkinson Brimmer KatcherT:
212-355-4449joakes@joelefrank.com
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