AEGION CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware
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001-35328
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45-3117900
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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17988 Edison Avenue, Chesterfield, Missouri
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63005
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(Address of principal executive offices)
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(Zip Code)
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[ ]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
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Item 7.01.
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Regulation FD Disclosure
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Item 9.01.
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Financial Statements and Exhibits
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(d)
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The following exhibits are filed as part of this report:
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Exhibit Number
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Description
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10.1
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Third Amendment, dated December 13, 2018, among Aegion Corporation, the Guarantors, Bank of America, N.A., as Administrative Agent, and the other parties thereto, filed herewith. (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24B-2.)
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99.1
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Press Release of Aegion Corporation dated December 13, 2018, filed herewith.
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AEGION CORPORATION
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By:
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/s/ Mark A. Menghini
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Mark A. Menghini
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Senior Vice President and General Counsel
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Exhibit
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Description
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Third Amendment, dated December 13, 2018, among Aegion Corporation, the Guarantors, Bank of America, N.A., as Administrative Agent, and the other parties thereto, filed herewith. (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2.)
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Press Release of Aegion Corporation dated December 13, 2018, filed herewith.
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BORROWER:
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AEGION CORPORATION,
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a Delaware Corporation
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Executive Vice President
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GUARANTORS:
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INSITUFORM TECHNOLOGIES USA, LLC,
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a Delaware limited liability company
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Executive Vice President
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INA ACQUITION CORP.,
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a Delaware Corporation
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: President
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AEGION INTERNATIONAL SERVICES, INC.
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(f/k/a ITI INTERNATIONAL SERVICES, INC.),
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a Delaware corporation
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: President
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MANUFACTURED TECHNOLOGIES CORPORATION,
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a Mississippi corporation
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Executive Vice President
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TBC INDUSTRIES, LLC,
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(f/k/a THE BAYOU COMPANIES, LLC)
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a Delaware limited liability company
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Executive Vice President
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AEGION COATING SERVICES, LLC
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(F/K/A Commercial Coating Services International, LLC),
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a Texas limited liability company
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Executive Vice President
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INFRASTRUCTURE GROUP HOLDINGS, LLC,
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a Delaware limited liability company
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: President
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FIBRWRAP CONSTRUCTION SERVICES, INC.,
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a Delaware Corporation
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Executive Vice President
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FIBRWRAP CONSTRUCTION SERVICES USA, INC.,
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a Delaware corporation
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Executive Vice President
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FYFE CO. LLC,
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a Delaware limited liability company
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Executive Vice President
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UNITED PIPELINE SYSTEMS INTERNATIONAL, INC.,
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a Delaware corporation
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Executive Vice President
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UNITED PIPELINE MIDDLE EAST, INC.,
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a Delaware corporation
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Executive Vice President
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AEGION HOLDING COMPANY, LLC,
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a Delaware limited liability company
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: President
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CORRPRO COMPANIES, INC.,
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an Ohio corporation
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Executive Vice President
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CORRPRO COMPANIES INTERNATIONAL, INC.,
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a Nevada corporation
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Executive Vice President
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CORRPRO CANADA HOLDINGS, INC.,
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a Delaware corporation
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: President
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CORRPRO HOLDINGS, LLC,
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a Delaware limited liability company
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: President
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INSITUFORM TECHNOLOGIES, LLC,
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a Delaware limited liability company
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Executive Vice President
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UNITED PIPELINE SYSTEMS, INC.,
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a Nevada corporation
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Executive Vice President
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BRINDERSON, LLC,
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(f/k/a Brinderson, L.P.)
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a California limited partnership
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Executive Vice President
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BRINDERSON CONSTRUCTORS, INC.
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a California corporation
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Executive Vice President
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AEGION ENERGY SERVICES, LLC,
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a Delaware limited liability company
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Executive Vice President
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INSITUFORM NETHERLANDS HOLDINGS, LLC,
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a Delaware limited liability company
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: President
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AEGION REHABILITATION SERVICES LIMITED,
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a company incorporated in England and Wales
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Director
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CORRPRO COMPANIES ENGINEERING LTD.,
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a company incorporated in England and Wales
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Director
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SCHULTZ INDUSTRIAL SERVICES, INC.
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(f/k/a Schultz Mechanical Contractors, Inc.)
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a California corporation
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Executive Vice President
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UNDERGROUND SOLUTIONS, INC.,
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a Delaware corporation
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Executive Vice President
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ALLSAFE SERVICES, INC.,
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a Delaware corporation
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Executive Vice President
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AEGION CYPRUS LIMITED,
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a Cyprus private company limited by shares
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Director
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P2S SERVTECH, LLC
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a Delaware limited liability company
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By:
/s/ David F. Morris
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Name: David F. Morris
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Title: Executive Vice President
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ADMINISTRATIVE AGENT:
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BANK OF AMERICA, N.A.,
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as Administrative Agent
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By:
/s/ Felicia Brinson
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Name: Felicia Brinson
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Title: Assistant Vice President
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LENDERS:
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BANK OF AMERICA, N.A.,
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as a Lender, Swing Line Lender and L/C Issuer
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By:
/s/ Eric A. Escagne
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Name: Eric A. Escagne
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Title: Senior Vice President
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U.S. BANK NATIONAL ASSOCIATION,
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as a Lender and L/C Issuer
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By:
/s/ Amanda A. Schmitt
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Name: Amanda A. Schmitt
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Title: SVP
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PNC BANK, NATIONAL ASSOCIATION,
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as a Lender
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By:
/s/ Matt Concannon
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Name: Matt Concannon
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Title: Senior Vice President
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COMPASS BANK
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as a Lender
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By:
/s/ Jay S. Tweed
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Name: Jay S. Tweed
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Title: SVP
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JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
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as a Lender and L/C Issuer
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By:
/s/ Helen D. Davis
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Name: Helen D. David
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Title: Authorized Officer
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FIFTH THIRD BANK,
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as a Lender
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By:
Lafayette J. Ford
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Name: Lafayette J. Ford
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Title: Director
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BRANCH BANKING AND TRUST COMPANY,
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as a Lender
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By:
/s/ John P. Malloy
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Name: John P. Malloy
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Title: Senior Vice President
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BMO HARRIS BANK, N.A.,
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as a Lender
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By:
/s/ Michael Gift
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Name: Michael Gift
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Title: Director
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Lender
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Revolving Commitment
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Applicable Percentage of Revolving Commitment
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Bank of America, N.A.
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$38,499,614.80
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17.110939911%
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U.S. Bank National Association
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$38,499,614.79
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17.110939907%
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PNC Bank, National Association
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$38,499,614.79
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17.110939907%
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Compass Bank
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$38,499,614.79
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17.110939907%
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JPMorgan Chase Bank, N.A.
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$22,187,981.51
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9.861325116%
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Fifth Third Bank
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$22,187,981.51
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9.861325116%
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Branch Banking and Trust Company
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$14,052,388.29
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6.245505907%
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BMO Harris Bank, N.A.
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$12,573,189.52
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5.588084231%
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TOTAL
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$225,000,000.00
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100.000000000%
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•
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Insituform Asia Limited (Hong Kong)
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Insituform Hong Kong Limited (Hong Kong)
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Insituform Pipeline Rehabilitation Private Limited (India)
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Insituform SPML JV (India)
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Insituform Linings Asia Sdn Bhd (Malaysia)
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Insitu Envirotech (S.E. Asia) Pte. Ltd. (Singapore)
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Insituform Singapore Pte. Ltd. (Singapore)
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Technologie & Art Pte. Ltd. (Singapore)
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Insituform sp. z.o.o. (Poland)
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Aegion Corrosion Protection Holdings Limited (UK)
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Nu Pipe Limited (UK)
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Sewer Services Limited (UK)
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UPS-Aptec Limited (UK)
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Wilson Walton Overseas Holding Ltd. (UK)
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Fibrwrap Construction Services Ltd. (Canada)
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Fyfe Latin America, SA de C.V. (El Salvador)
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Fyfe Latin America, S.A. (Panama)
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Brinderson Constructors Inc. (USA)
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Corrpro Companies International, Inc. (USA)
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DEH Services, LLC (USA)
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Fibrwrap Construction Services USA, INC., (USA)
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Ocean City Research Corp. (USA)
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Fibrwrap Construction Colombia S.A.S (Columbia)
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Re:
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Amended and Restated Credit Agreement dated as of October 30, 2015 (as amended, modified, supplemented or extended from time to time, the “
Credit Agreement
”) among Aegion Corporation, a Delaware corporation (the “
Borrower
”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.
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1.
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[Attached hereto as
Schedule 1
are the][The]
year-end audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section
[have been electronically delivered to the Administrative Agent pursuant to the conditions set forth in Section 7.02 of the Credit Agreement]
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1.
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[Attached hereto as
Schedule 1
are the][The]
unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date
[have been electronically delivered to the Administrative Agent pursuant to the conditions set forth in Section 7.02 of the Credit Agreement]
. Such financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.
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2.
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The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements.
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3.
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A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and
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4.
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The representations and warranties of the Loan Parties contained in the Credit Agreement or any other Loan Document, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01 of the Credit Agreement, including the statements in connection with which this Compliance Certificate is delivered.
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5.
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Set forth on
Schedule
[1][2]
hereto are true and accurate calculations demonstrating compliance with Section 8.11 of the Credit Agreement on and as of the date of this Compliance Certificate.
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6.
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The Consolidated Leverage Ratio for purposes of determining the Applicable Rate is ______: 1.0.
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[7.
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The following is a summary of the material changes in GAAP and in the consistent application thereof that materially impact the Borrower’s financial statements and are not disclosed therein: ___________________.]
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(vii)
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to the extent recorded on or before December
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