davey-20231128

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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).

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On November 28, 2023, The Davey Tree Expert Company (the “Company”) issued 6.19% Senior Notes, Series C, due November 28, 2028, in the aggregate principal amount of $75 million to certain affiliates of PGIM, Inc. (the “Series C Notes”). The Series C Notes were issued pursuant to the Note Purchase and Private Shelf Agreement, dated as of September 21, 2018, between the Company and PGIM, Inc. and certain affiliates of PGIM, Inc. (as amended, the “Note Purchase Agreement”). The net proceeds of the Series C Notes will be used for general corporate purposes and to pay down borrowings under the Company’s existing revolving credit facility.

The Series C Notes rank pari passu with all other senior unsecured obligations of the Company. Interest is payable quarterly in arrears with three annual principal payments commencing on November 28, 2026. The Company may prepay at any time all, or from time to time any part of, the outstanding principal amount of the Series C Notes, subject to the payment of a make-whole amount. The Series C Notes are subject to the terms of the Note Purchase Agreement, which contains customary events of default and covenants related to limitations on indebtedness and transactions with affiliates and the maintenance of certain financial ratios.

The Series C Notes are guaranteed by the following subsidiaries of the Company: Davey Tree Surgery Company, Wolf Tree, Inc., Davey Resource Group, Inc., and Wetlands Studies and Solutions, Inc.

Following the issuance of the Series C Notes, promissory notes in the aggregate principal amount of $150 million are outstanding under the Note Purchase Agreement, which is the full capacity under the Note Purchase Agreement.

The foregoing description of the Note Purchase Agreement is qualified in its entirety by reference to the provisions of the Note Purchase Agreement, as amended by Amendment No. 1 to the Note Purchase Agreement, which were filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 27, 2018 and Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2021, respectively, and are incorporated herein by reference.

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.


			THE DAVEY TREE EXPERT COMPANY

By:			/s/ Joseph R. Paul
			Joseph R. Paul, Executive Vice President, Chief Financial Officer and Assistant Secretary


Ohio	000-11917	34-0176110
(State or other jurisdiction of incorporation)	(Commission File Number)	(Employer Identification Number)


Item 2.03			Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant