GOLDFIELD CORP (Form: SC14D9C, Received: 11/24/2020 07:58:30)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

The Goldfield Corporation

(Name of Subject Company)

The Goldfield Corporation

(Names of Person(s) Filing Statement)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

CUSIP 381370105

(CUSIP Number of Class of Securities)

Stephen R. Wherry

Acting Co-Chief Executive Officer

The Goldfield Corporation

1684 W. Hibiscus Boulevard

Melbourne, Florida 32901

(321) 724-1700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person(s) Filing Statement)

With copies to:

Robert S. Matlin, Esq.

K&L Gates LLP

599 Lexington Avenue

New York, New York 10022

(212) 536-4066

☒	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Schedule 14D-9 filing contains the following document relating to the proposed acquisition of The Goldfield Corporation, a Delaware corporation (“Goldfield” or the “Company”), by FR Utility Services, Inc., a Delaware corporation (“Parent”), and FR Utility Services Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), pursuant to the terms of an Agreement and Plan of Merger, dated as of November 23, 2020, by and among Parent, Acquisition Sub and the Company (the “Merger Agreement”):

•

Exhibit 99.1: Email Communication to Vice Presidents with Q&A, dated November 24, 2020

In addition, the information set forth under Items 1.01, 8.01 and 9.01 of the Current Report on Form 8-K filed by the Company on November 24, 2020 (including all exhibits attached thereto) is incorporated herein by reference.

Important Additional Information and Where to Find It

The tender offer for the outstanding common stock of Goldfield has not yet commenced. This document and any other materials referenced herein do not constitute an offer to purchase nor a solicitation of an offer to sell shares of Goldfield’s common stock. At the time the tender offer is commenced, Acquisition Sub will file a tender offer statement on Schedule TO and related materials, including an offer to purchase, a letter of transmittal and other offer documents, with the U.S. Securities and Exchange Commission (“SEC”), and Goldfield will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT AND RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL) AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS THEY MAY BE AMENDED FROM TIME TO TIME, REGARDING THE TENDER OFFER 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 THE SHARES. These documents (once they become available) will be available free of 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/.

Forward-Looking Statements

This filing contains forward-looking statements, including, without limitation, statements relating to the expected benefits of the proposed transaction and the timing of the closing of the proposed transaction. Generally, forward-looking statements can be identified by non-historical statements and often include words such as “forecasts,” “potential,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “seeks” or words of similar meaning, or future-looking or conditional verbs, such as “will,” “should,” “could,” “may,” “might,” “aims,” “intends,” “projects,” or similar words or phrases. You should not place undue reliance on these statements. These statements are based on current expectations, forecasts and assumptions of FR Utility and Goldfield that are subject to risks and uncertainties that could cause actual outcomes and results to differ materially from those statements. Risks and uncertainties include, among others, the risk that the conditions to the offer or the merger set forth in the Merger Agreement will not be satisfied or waived, including the receipt of regulatory clearances related to the merger; uncertainties as to the timing of the offer and subsequent merger, including that the offer and merger will not close within the anticipated time periods, or at all; uncertainties as to how many Goldfield shareholders will tender their shares in the offer; the risk that competing offers will be made; changes in either companies’ businesses during the period between now and the closing of the proposed transaction; the successful integration of Goldfield into FR Utility’s business subsequent to the closing of the proposed transaction; the risk that the strategic benefits, synergies or opportunities expected from the proposed transaction may not be realized or may take longer than expected to be realized; adverse reactions to the proposed transaction by employees, customers, vendors or strategic partners; dependence on key personnel and customers; management of growth and organizational change; risks associated with litigation; competitive actions in the marketplace; and regulatory actions or delays or government regulation generally, including potential regulatory actions or delays relating to the completion of the proposed transaction; as well as other factors detailed in Goldfield’s filings with the SEC, including Goldfield’s most recent quarterly Form 10-Q filing and Annual Report on Form 10-K for the year ended December 31, 2019,

and those updated from time to time in Goldfield’s future reports filed with the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward looking statements. There can be no guarantee that the proposed transaction described in this announcement will be completed on the currently proposed terms or at all at any particular time.

Exhibit Index


Exhibit Number		Description

99.1		Email Communication to Vice Presidents with Q&A, dated November 24, 2020

Exhibit 99.1

Goldfield to be acquired by First Reserve

To: Goldfield Employees

From: Steve, Jason and Andrew

Date: November 24, 2020

As you may have already seen, this morning we announced an agreement with First Reserve, a leading investment firm focused on energy, to acquire Goldfield. We believe this an exciting opportunity for the Company, our employees, our customers, and importantly, our shareholders.

We understand you may have questions regarding the transaction and have prepared responses to anticipated questions below. Additionally, please see the press release announcing the transaction below.

Regards,

Steve, Jason, Andrew


THE GOLDFIELD CORPORATION		FIRST RESERVE

FOR IMMEDIATE RELEASE

Goldfield Enters into Definitive Agreement to be Acquired by First Reserve for $7.00 per Share

Transaction Provides Significant Value to Goldfield Shareholders and Positions the Company to Capitalize on Future Growth Opportunities in Partnership with First Reserve

MELBOURNE, FL and STAMFORD, CT - November 24, 2020 — 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 Corporation

Kristine Walczak

T: 312-898-3072

kwalczak@effectivecorpcom.com

First Reserve

Jonathan Keehner / Julie Oakes

Joele Frank, Wilkinson Brimmer Katcher

T: 212-355-4449

joakes@joelefrank.com

Frequently Asked Questions for Employees

General

What is happening?

•

A definitive agreement has been reached under which an affiliate of investment firm First Reserve will acquire the Company.

•

This transaction is an exciting milestone for the Company, our employees and customers. We can immediately deliver value to shareholders, while continuing to fulfill our customer’s needs and executing on our long-term growth strategy.

When will the transaction be completed?

•

The transaction is expected to be completed by January 2021 and is subject to receipt of regulatory approvals as well as satisfaction of other customary closing conditions.

Is this transaction beneficial for the Company?

•

Yes. This transaction is an exciting development for the Company and our employees, customers and shareholders. We can immediately deliver value to shareholders at a 64% premium to the closing share price on November 23, 2020; post-transaction, we are very well positioned to continue executing on our long-term growth strategy as a trusted partner for our customers.

Will there be organizational changes?

•

No, we currently do not plan on implementing major structural changes as a result of the transaction.

•

Your day-to-day responsibilities and direct reports will remain the same.

•

The Company will continue to be led by the same management team.

•

We will remain a public company until the transaction closes.

Employees

How does this impact employees?

•

First Reserve believes that our employees are integral to growing the business and maintaining long-term relationships with our customers. First Reserve has been impressed with what we have built as a team as well as the relationships you have forged with our customers.

•

We have no current plans for job eliminations following completion of the transaction, nor do we plan on changing your compensation and benefits. The proposed transaction presents an opportunity for our employees as it will enable us to accelerate our growth plans and to continue delivering exceptional service for our customers.

Can you tell me more about First Reserve?

•

First Reserve is experienced in our industry and has a successful track record of growing businesses like ours.

•

First Reserve has many contacts in this industry, can make new customer introductions, and can provide additional opportunities for the Company to grow.

Does First Reserve understand our business?

•

Yes. Through its long track record of investing in businesses similar to ours and the diligence process it undertook in evaluating an acquisition of the Company, First Reserve has gained significant knowledge of our industry, the Company’s growth potential, and our strategy and culture.

•

First Reserve brings decades of investing experience and expertise across the broader energy infrastructure industry; First Reserve is eager to help accelerate our growth trajectory and execute on our strategic plan.

Customers

How will this impact our customers?

•

The transaction will not change our value proposition for customers; customers can continue to expect the same superior service from the Company.

•

We believe this transaction enhances the Company’s capabilities and will better enable us to serve the growing needs of our customers.

•

The Company continues to have a strong liquidity position, talented workforce and strong brand name. First Reserve is fully committed to further strengthening our position in the marketplace.

Important Additional Information and Where to Find It

In connection with the proposed acquisition of The Goldfield Corporation (“Goldfield” or the “Company”) by First Reserve through its subsidiary, FR Utility Services, Inc. (“Parent”), FR Utility Services Merger Sub, Inc. (“Acquisition Sub”), a wholly-owned subsidiary of Parent, will commence a tender offer for all of the outstanding shares of Goldfield. The tender offer for the outstanding common stock of Goldfield has not yet commenced. This document and any other materials referenced herein do not constitute an offer to purchase nor a solicitation of an offer to sell shares of Goldfield’s common stock. At the time the tender offer is commenced, Acquisition Sub will file a tender offer statement on Schedule TO and related materials, including an offer to purchase, a letter of transmittal and other offer documents, with the U.S. Securities and Exchange Commission (“SEC”), and Goldfield will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT AND RELATED MATERIALS (INCLUDING THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL) AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS THEY MAY BE AMENDED FROM TIME TO TIME, REGARDING THE TENDER OFFER 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 THE SHARES. These documents (once they become available) will be available free of 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/.

Forward-Looking Statements