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UNITED STATES
 
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):  December 8, 2020
 
AEGION CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-35328
 
45-3117900
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
17988 Edison Avenue, Chesterfield, Missouri
 
63005
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:  (636) 530-8000
 
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:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Shares, $0.01 par value
AEGN
The Nasdaq Global Select Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  
 
                                                                                                                                                                Emerging growth company        ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.               ☐
 
 
 
 
Item 2.05.
Costs Associated with Exit or Disposal Activities.
 
On October 28, 2020, Aegion Corporation (“Aegion” or the “Company”) announced that it was evaluating strategic alternatives for its Energy Services platform (“Energy Services”) due to Energy Services’ lack of a long-term fit within Aegion’s portfolio of pipeline rehabilitation technologies. In furtherance of this evaluation of strategic alternatives, on December 9, 2020, the Company’s Board of Directors approved the divestiture of Energy Services. This decision reflects an advancement of the Company’s strategy to expand the Company’s focus on Aegion’s core water and wastewater markets, while reducing Aegion’s exposure to the oil and gas markets.
 
To assist the Company with the divestiture of Energy Services, the Company has retained BofA Securities as an independent financial advisor. While there have been preliminary, confidential discussions with third parties regarding the Energy Services’ divestiture and while the Company believes it is likely the divestiture will be completed in 2021, the Company cannot assure any outcome of this divestiture process or the expected completion date, which may vary materially based on various factors. See “Forward-Looking Statements” below.
 
The Company is unable, at this time, to make a good faith determination of cost estimates, or ranges of cost estimates, associated with the divestiture of Energy Services; provided, however, please see the information provided in Item 2.06 of this Current Report on Form 8-K, which is incorporated by reference into this Item 2.05. In accordance with Item 2.05 of Form 8-K, the Company will timely file an amendment to this Current Report on Form 8-K after its determination of estimates or ranges of estimates of amounts expected to be incurred in connection with the divestiture of Energy Services.
 
Item 2.06.
Material Impairments.
 
The information provided in Item 2.05 of this Current Report on Form 8-K is incorporated by reference into this Item 2.06.
 
With the decision to divest Energy Services as noted in Item 2.05 above, the Company will evaluate the treatment of Energy Services’ assets and liabilities as held for sale and related impairments, if any, prior to finalizing the financial results for the year ending December 31, 2020. As of September 30, 2020, the Energy Services disposal group had net assets of approximately $90 million. See “Forward-Looking Statements” below.
 
The Company is unable, at this time, to make a good faith determination of impairment charges associated with the divestiture of Energy Services. In accordance with Item 2.06 of Form 8-K, the Company will timely file an amendment to this Current Report on Form 8-K after any determination of impairment charges in connection with Energy Services.
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On December 8, 2020, the Company’s Board of Directors amended the Company’s severance policy (as amended, the “Severance Policy”). As amended, the Severance Policy, among other things, eliminates a maximum three-month severance period applicable to all employees of the Company, including the named executive officers, that the Company adopted in March 2020 in order to address at that time the uncertainty of the financial impact of COVID-19, which the Company previously disclosed in a Current Report on Form 8-K filed March 26, 2020. In addition, the Severance Policy has been updated after a market analysis and provides, among other things, that under certain circumstances, the named executive officers of the Company will be eligible to receive, depending on their tier within the Company, severance of either: (i) 12 months’ base salary, plus (after three years’ service) one additional month of base salary for each year of service, up to a total of 24 months’ base salary; or (ii) eight months’ base salary, plus (after three years’ service) one additional month of base salary for each year of service, up to a total of 12 months’ base salary.
 
The forgoing description of the Severance Policy does not purport to be complete is qualified in its entirety by reference to the full text of the Severance Policy, a copy of which is filed herewith.
 
Item 7.01.
Regulation FD Disclosure.
 
On December 14, 2020, the Company issued a press release announcing the divestiture of Energy Services. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
 
The information in this Item 7.01 and Exhibit 99.1 hereto is furnished solely pursuant to Item 7.01 of this Form 8-K. Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K.
 
 
 
 
Item 9.01.
Financial Statements and Exhibits.
 
 
(d)
The following exhibits are filed as part of this report:
 
 
Exhibit Number
Description
 
 
 
 
10.1
 
99.1
 
104 
Cover Page Interactive File (embedded within the inline XBLR document).
 
 
Forward-Looking Statements
 
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. The Company makes forward-looking statements in this Current Report on Form 8-K that represent the Company’s beliefs or expectations about future events or financial performance. These forward-looking statements are based on information currently available to the Company and on management’s beliefs, assumptions, estimates and projections and are not guarantees of future events or results. When used in this report, the words “anticipate,” “expect,” “estimate,” “believe,” “plan,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Such statements are subject to known and unknown risks, uncertainties and assumptions, including those referred to in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission on March 2, 2020, and in the Company's subsequently filed documents, and, in particular, the impact of the current COVID-19 virus outbreak and the evolving response thereto. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. In addition, the Company’s actual results may vary materially from those anticipated, estimated, suggested or projected. Except as required by law, the Company does not assume a duty to update forward-looking statements, whether as a result of new information, future events or otherwise. Investors should, however, review additional disclosures made by the Company from time to time in the Company’s filings with the Securities and Exchange Commission. Please use caution and do not place reliance on forward-looking statements. All forward-looking statements made by the Company in this Current Report on Form 8-K are qualified by these cautionary statements.
 
 
 
 
SIGNATURES
 
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.
 
 
AEGION CORPORATION
 
 
 
 
 
 
 
 
 
 
By:
/s/ Mark A. Menghini
 
 
 
Mark A. Menghini
 
 
 
Senior Vice President and General Counsel
 
 
 
Date: December 14, 2020
 
 

Exhibit 10.1

 

LOGOSM.JPG

Policy #:

P-HR-02

Effective Date:

December 8, 2020

Subject:

Severance Policy

Maintained By:

SVP of Human Resources

   

Approved By:

Compensation Committee

Applies to:

Aegion and/or its Subsidiaries

Supersedes:

March 20, 2020

 

Scope

 

This Severance Policy (the “Policy”) is applicable to Aegion Corporation and its subsidiaries (together the “Company”).

 

Purpose

 

This Policy is designed to provide a competitive package to aid employees affected by a termination without cause, position elimination or reduction in force during their transition period. The Plan creates a tiered approach that considers tenure and position level in determining employee benefits.

 

Policy

 

A.

Eligibility

 

This Policy applies to non-union employees of the Company who are actively employed, have completed a minimum of six (6) months’ continuous service time (or two (2) years’ continuous service time for hourly field/production employees), are in good standing with the Company and whose employment is terminated involuntarily (1) without cause or (2) as a result of a reduction in force or position elimination, where a comparable position is not available. This Policy does not apply in the event of termination for cause or termination due to a violation of the Company’s Code of Conduct.

 

International employees generally are eligible for benefits pursuant to provincial or country requirement. Should none exist, this Policy will apply. Employees subject to an employment agreement that sets forth severance benefits different than those contained in this Policy will not be eligible for payments under this plan.

 

B.

Summary of Benefits

 

Severance benefits due a separated employee will be determined by position and uninterrupted tenure, as outlined below, and will be provided pursuant to the execution of any requested actions, including, but not limited to: timely return of an unaltered and signed release agreement, return of all company property, and completion of any position-related tasks specific to the Company. All severance payments will be processed as extended payroll, with applicable taxes and deductions, through the term of the applicable severance period. However, at the Company’s election, severance payments may be paid in one or more lump sum payments.

 

 

  INTERNAL USE ONLY  
Page 1 of 5 This material is protected by copyright. © Aegion Corporation 2017 12/08/2020

 

 
 

 

LOGOSM.JPG

Policy #:

P-HR-02

Effective Date:

December 8, 2020

Subject:

Severance Policy

Maintained By:

SVP of Human Resources

   

Approved By:

Compensation Committee

Applies to:

Aegion and/or its Subsidiaries

Supersedes:

March 20, 2020

 

U.S. employees will be eligible for COBRA benefits immediately upon termination. During the severance period, U.S. employees receiving severance payments under this plan and who have fulfilled the obligations described above will be eligible to exercise his/her COBRA benefits while paying only his/her normal employee contribution via payroll deduction from the severance payments. Notwithstanding the foregoing, employees who are receiving severance payments under this plan and have exercised COBRA benefits have an affirmative obligation to notify the Company if they become eligible for health insurance benefits through employment with another employer during the severance period. If an employee who is receiving severance payments under this plan and has exercised COBRA becomes eligible for health insurance benefits through employment by another employer during the severance period, the employee must immediately enroll in the new employer’s health plan or pay the entire premium (both the employee and Company’s premium contributions) for continued coverage through the Company’s health benefit plan.

 

For Canadian employees, group supplemental health and welfare coverage will be extended through the term of severance payments at the normal employee contribution rate taken via payroll deduction.

 

This Policy does not limit an employee’s right to a payout under any Aegion Corporation incentive plan to the extent the employee otherwise meets the eligibility conditions for a payout.

 

Severance periods are based on employee classification, as set forth below:

 

 

●

Tier 1.0 Employees. If the termination of employment occurs prior to the employee’s third anniversary of continuous employment with the Company, employees classified as Tier 1 will receive their base salary for a period of twelve (12) months after they have satisfied all of their obligations under this Policy. If the termination of employment occurs on or after the employee’s third anniversary of continuous employment with the Company, employees classified as Tier 1 will continue to receive base salary for a period calculated as twelve (12) months, plus one (1) additional month for each full year of continuous service time with the Company, not to exceed twenty-four (24) months of base salary, after they have satisfied all of their obligations under this Policy. In addition, for either of the preceding events, employees classified as Tier 1 employees are eligible for up to $15,000 in outplacement services, provided by a vendor of the Company’s choosing. Payments for these services will be paid directly by the Company.

 

 

  INTERNAL USE ONLY  
Page 2 of 5 This material is protected by copyright. © Aegion Corporation 2017 12/08/2020

 

 
 

 

LOGOSM.JPG

Policy #:

P-HR-02

Effective Date:

December 8, 2020

Subject:

Severance Policy

Maintained By:

SVP of Human Resources

   

Approved By:

Compensation Committee

Applies to:

Aegion and/or its Subsidiaries

Supersedes:

March 20, 2020

 

 

●

Tier 2.0 – 2.5 Employees. If the termination of employment occurs prior to the employee’s third anniversary of continuous employment with the Company, employees classified as Tier 2.0-2.5 will receive their base salary for a period of eight (8) months after they have satisfied all of their obligations under this Policy. If the termination of employment occurs on or after the employee’s third anniversary of continuous employment with the Company, employees classified as Tier 2.0-2.5 will continue to receive base salary for a period calculated as eight (8) months, plus one (1) additional month for each full year of continuous service time with the Company, not to exceed twelve (12) months of base salary, after they have satisfied all of their obligations under this Policy. In addition, for either of the preceding events, employees classified as Tier 2.0-2.5 employees are eligible for up to $10,000 in outplacement services, provided by a vendor of the Company’s choosing. Payments for these services will be paid directly by the Company.

 

 

●

Tiers 3.0 Employees. If the termination of employment occurs prior to the employee’s third anniversary of continuous employment with the Company, employees classified as Tiers 3.0 will receive their base salary for a period of twenty-six (26) weeks after they have satisfied all of their obligations under this Policy. If the termination of employment occurs on or after the employee’s third anniversary of continuous employment with the Company, employees classified as Tier 3.0 will continue to receive base salary for the greater of (a) a period of six (6) months; or (b) a period calculated as twelve (12) weeks, plus two (2) additional weeks for each full year of continuous service time with the Company, not to exceed forty-two (42) weeks of base salary. In addition, for either of the preceding events, employees classified as Tier 3.0 employees are eligible for up to $7,500 in outplacement services, provided by a vendor of the Company’s choosing. Payments for these services will be paid directly by the Company.

 

 

●

Tier 4.0 or Employees in Pay Grade 14 or Higher who are not Tier 1.0 to 3.0 Employees. If the termination of employment occurs prior to the employee’s third anniversary of continuous employment with the Company, employees who are Tier 4.0 or in Pay Grade 14 or higher and not classified as Tier 1.0 to 3.0 employees will receive their base salary for a period of thirteen (13) weeks after they have satisfied all of their obligations under this Policy. If the termination of employment occurs on or after the employee’s third anniversary of continuous employment with the Company, employees who are in Tier 4.0 or Pay Grade 14 or higher and not classified as Tier 1.0 to 3.0 employees will continue to receive base salary for a period calculated as thirteen (13) weeks, plus two (2) additional weeks for each full year of continuous service time with the Company, not to exceed thirty-six (36) weeks of base salary. In addition, for either of the preceding events, employees who are Tier 4.0 or in Pay Grade 14 or higher and not classified as Tier 1.0 to 3.0 employees are eligible for up to $5,000 in outplacement services, provided by a vendor of the Company’s choosing. Payments for these services will be paid directly by the Company.

 

 

  INTERNAL USE ONLY  
Page 3 of 5 This material is protected by copyright. © Aegion Corporation 2017 12/08/2020

 

 
 

 

LOGOSM.JPG

Policy #:

P-HR-02

Effective Date:

December 8, 2020

Subject:

Severance Policy

Maintained By:

SVP of Human Resources

   

Approved By:

Compensation Committee

Applies to:

Aegion and/or its Subsidiaries

Supersedes:

March 20, 2020

 

 

●

Employees in Pay Grades 10 to 13 who are not Tier 1.0 to 4.0 Employees. If the termination of employment occurs prior to the employee’s third anniversary of continuous employment with the Company, employees who are in Pay Grades 10 to 13 and not classified as Tier 1.0 to 3.0 employees will receive their base salary for a period of six (6) weeks after they have satisfied all of their obligations under this Policy. If the termination of employment occurs on or after the employee’s third anniversary of continuous employment with the Company, employees who are in Pay Grades 10 to 13 and not classified as Tier 1.0 to 3.0 employees will continue to receive base salary for a period calculated as six (6) weeks, plus two (2) additional weeks for each full year of continuous service time with the Company, not to exceed seventeen (17) weeks of base salary. In addition, for either of the preceding events, employees who are in Pay Grades 10 to 14 and not classified as Tier 1.0 to 3.0 employees are eligible for up to $2,000 in outplacement services, provided by a vendor of the Company’s choosing. Payments for these services will be paid directly by the Company.

 

 

●

Employees in Pay Grades 5 to 9 or salaried exempt who are not Tier 1.0 to 4.0 Employees. If the termination of employment occurs prior to the employee’s third anniversary of continuous employment with the Company, employees who are in Pay Grades 5 to 9 and not classified as Tier 1.0 to 4.0 employees will receive their base salary for a period of four (4) weeks after they have satisfied all of their obligations under this Policy. If the termination of employment occurs on or after the employee’s third anniversary of continuous employment with the Company, employees who are in Pay Grades 5 to 9 and not classified as Tier 1.0 to 4.0 employees will continue to receive base salary for a period calculated as six (6) weeks, plus two (2) additional weeks for each full year of continuous service time with the Company, not to exceed fifteen (15) weeks of base salary. In addition, for either of the preceding events, employees who are in Pay Grades 5 to 9 and not classified as Tier 1.0 to 4.0 employees are eligible for up to $2,000 in outplacement services, provided by a vendor of the Company’s choosing. Payments for these services will be paid directly by the Company.

 

 

●

Employees in Pay Grades 1 to 4 or Staff non-exempt. Employees in pay grades 1 to 4 or staff non-exempt employees (“Non-exempt employees”) will receive their base salary payments for a period calculated as follows: one (1) week of salary (based on forty (40) hours per week), plus one (1) additional week (based on forty (40) hours per week) for each full year of continuous service time with the Company. Employees in pay grades 1 to 4 or non-exempt employees will receive no less than two (2) and no more than fifteen (12) weeks of base salary (based on forty (40) hours per week).

 

 

  INTERNAL USE ONLY  
Page 4 of 5 This material is protected by copyright. © Aegion Corporation 2017 12/08/2020

 

 
 

 

LOGOSM.JPG

Policy #:

P-HR-02

Effective Date:

December 8, 2020

Subject:

Severance Policy

Maintained By:

SVP of Human Resources

   

Approved By:

Compensation Committee

Applies to:

Aegion and/or its Subsidiaries

Supersedes:

March 20, 2020

 

 

●

Field/Production hourly. Hourly field/production employees (“Field Employees”) will receive severance payments based on continuous service time with the Company. The severance period will be calculated as follows, based on forty (40) hours per week:

 

 

o

Completed at least two (2) to five (5) years - Two (2) weeks of base pay severance

 

o

Completed at least five (5) to ten (10) years - Three (3) weeks of base pay severance

 

o

Ten (10) years or more - Four (4) weeks of base pay severance

 

C.

Changes to Policy

 

This Policy is a statement of intent and is not a contract. It is not a guarantee of employment and employment with the Company remains “at will.” This Policy may be modified, suspended or terminated at any time and all payments are at the discretion of the Compensation Committee of the Board of Directors of Aegion Corporation. This Policy may be changed during the year without any obligation to pay for the elapsed part of the year in the manner described in the Policy. The decisions of the General Counsel, the Senior Vice President of Human Resources, the Board of Directors and/or the Compensation Committee in administering the Policy are final and binding on all persons.

 

Compliance

 

Aegion employees are expected to comply fully with the letter and the spirit of this Policy. Failure to comply with this Policy shall be considered grounds for disciplinary action up to and including termination of employment. Fraud or theft will be pursued and prosecuted to the full extent the law allows. If you have any questions regarding the compliance to this Policy, you should either contact the Policy maintainer or the Company’s Human Resources Department.

 

 

  INTERNAL USE ONLY  
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Exhibit 99.1

 

LOGO.JPG

 

Aegion Corporation Announces Plans to Divest Energy Services Segment to Focus on Core Municipal Wastewater and Drinking Water Markets

 

ST. LOUIS, December 14, 2020 (GLOBE NEWSWIRE) – Aegion Corporation (NASDAQ:AEGN) today announced plans to divest the Company’s Energy Services segment, following Board of Directors’ approval and a review of strategic alternatives for the business that was previously announced on October 28, 2020.

 

Aegion Energy Services provides mission-critical maintenance, turnaround, construction and safety services at a majority of oil refineries on the U.S. West Coast. The business is led by a strong and tenured management team that has built longstanding relationships with leading blue-chip operators.

 

Charles R. Gordon, Aegion’s President and CEO, said, “The decision to divest Energy Services will further reduce Aegion’s oil & gas exposure and drive greater focus on our portfolio of pipeline rehabilitation technologies. Going forward, the vast majority of our business will be based on helping communities provide critical drinking water and sewer services through systems that are safer and stronger, thanks to our proprietary technologies and engineering and contracting expertise.”

 

The Company has retained BofA Securities as an independent financial advisor to assist with the divestiture and expects to launch a formal sale process in January 2021.

 

About Aegion Corporation (NASDAQ: AEGN)

Aegion combines innovative technologies with market-leading expertise to maintain, rehabilitate and strengthen infrastructure around the world. Since 1971, the Company has played a pioneering role in finding transformational solutions to rehabilitate aging infrastructure, primarily pipelines in the wastewater, water, energy, mining and refining industries. Aegion also maintains the efficient operation of refineries and other industrial facilities. Aegion is committed to Stronger. Safer. Infrastructure.®

 

More information about Aegion can be found at www.aegion.com.

 

Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Aegion’s forward-looking statements in this news release represent its beliefs or expectations about future events or financial performance. These forward-looking statements are based on information currently available to Aegion and on management’s beliefs, assumptions, estimates or projections and are not guarantees of future events or results. When used in this document, the words “anticipate,” “estimate,” “believe,” “plan,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Such statements are subject to known and unknown risks, uncertainties and assumptions, including those referred to in the “Risk Factors” section of Aegion’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on March 2, 2020, and in subsequently filed documents, and, in particular, the impact of the current COVID-19 virus outbreak and the evolving response thereto. In light of these risks, uncertainties and assumptions, the forward-looking events may not occur. In addition, Aegion’s actual results may vary materially from those anticipated, estimated, suggested or projected. Except as required by law, Aegion does not assume a duty to update forward-looking statements, whether as a result of new information, future events or otherwise. Investors should, however, review additional disclosures made by Aegion from time to time in Aegion’s filings with the Securities and Exchange Commission. Please use caution and do not place reliance on forward-looking statements. All forward-looking statements made by Aegion in this news release are qualified by these cautionary statements.

 

Aegion® and the Aegion® logo are the registered trademarks of Aegion Corporation and its affiliates.

 

For more information, contact:
Katie Cason

Senior Vice President, Strategy and Communications

636-530-8000 | kcason@aegion.com