UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
THE GOLDFIELD CORPORATION
(Name of Subject Company (Issuer))
FR UTILITY SERVICES MERGER SUB, INC.
(Offeror)
A direct wholly owned subsidiary of
FR UTILITY SERVICES, INC.
(Parent of Offeror)
FIRST RESERVE FUND XIV, L.P.
(Other Person)
(Names of Filing Persons (identifying status as Offeror, Issuer or Other Person))
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
381370105
(CUSIP Number of Class of Securities)
Anne E. Gold
FR Utility Services Merger Sub, Inc.
290 Harbor Drive
Stamford, CT 06902
(203) 661-6601
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Michael T. Holick
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
CALCULATION OF FILING FEE
Transaction Valuation(1) | Amount of Filing Fee(2) | |
$173,967,738 | $18,979.89 |
(1) | Estimated for purposes of calculating the amount of the filing fee only. The transaction valuation was calculated by adding the sum of (i) 24,522,534 shares of common stock, par value $0.10 per share (Shares), of The Goldfield Corporation, a Delaware corporation (Goldfield) issued and outstanding multiplied by the offer price of $7.00 per share, and (ii) 330,000 Shares issuable pursuant to outstanding restricted stock units multiplied by the offer price of $7.00 per share. The foregoing share figures have been provided by Goldfield and are as of November 30, 2020, the most recent practicable date. | |||
(2) | The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2021 beginning on October 1, 2020, issued August 26, 2020, by multiplying the transaction value by 0.0001091. | |||
☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
Amount Previously Paid: $18,979.89 | Filing Party: FR Utility Services Merger Sub, Inc. | |||
Form of Registration No.: Schedule TO-T (File No. 005-31632) | Date Filed: December 1, 2020 |
☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. | |||
Check the appropriate boxes below to designate any transactions to which the statement relates: | ||||
☒ | Third-party tender offer subject to Rule 14d-1. | |||
☐ | Issuer tender offer subject to Rule 13e-4. | |||
☐ | Going-private transaction subject to Rule 13e-3. | |||
☐ | Amendment to Schedule 13D under Rule 13d-2. | |||
Check the appropriate boxes below to designate any transactions to which the statement relates: ☐ | ||||
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: | ||||
☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | |||
☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 8 (this Amendment) amends and supplements the Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, the Schedule TO) filed with the Securities and Exchange Commission on December 1, 2020 by (i) FR Utility Services, Inc., a Delaware corporation (Parent), (ii) FR Utility Services Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the Purchaser), and (iii) First Reserve Fund XIV, L.P., a Cayman Islands limited partnership, or an affiliate thereof, which is the controlling stockholder of both Parent and the Purchaser. The Schedule TO relates to the tender offer for all of the issued and outstanding shares of common stock, par value $0.10 per share (Shares), of The Goldfield Corporation, a Delaware corporation (Goldfield), at a price of $7.00 per Share, net to the seller in cash without interest and less any applicable withholding taxes (the Offer Price), upon the terms and conditions set forth in the offer to purchase, dated December 1, 2020 (together with any amendments or supplements thereto, the Offer to Purchase), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (together with any amendments or supplements thereto, the Letter of Transmittal and, together with the Offer to Purchase, the Offer), a copy of which is attached as Exhibit (a)(1)(B).
The Schedule TO, and all information set forth in the Offer to Purchase, to the extent incorporated by reference herein, is hereby amended and supplemented as set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule TO and the Offer to Purchase.
Items 1 through 9 and Item 11.
Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:
The Offer and withdrawal rights expired as scheduled on December 29, 2020, at 11:59 P.M., New York City time. The Depositary and Paying Agent has advised Parent and the Purchaser that, as of the Expiration Date, a total of 18,106,069 Shares had been validly tendered into and not withdrawn from the Offer, representing approximately 73.83% of the then issued and outstanding Shares of Goldfield. In addition, 1,260,410 Shares have been tendered by Notice of Guaranteed Delivery, representing approximately 5.14% of the then issued and outstanding Shares.
The number of Shares validly tendered into the Offer and not properly withdrawn (excluding Shares tendered pursuant to Notices of Guaranteed Delivery for which Shares were not yet delivered) satisfies the Minimum Condition. All Offer Conditions have been satisfied or waived and the Purchaser accepted for payment, and, on December 30, 2020, expects to promptly pay for, all Shares validly tendered into and not withdrawn from the Offer.
As a result of its acceptance of the Shares tendered into the Offer, the Purchaser acquired sufficient Shares to consummate the Merger pursuant to Section 251(h) of the DGCL without a vote or any further action by the stockholders of Goldfield. Accordingly, Parent and the Purchaser intend to effect the Merger of the Purchaser with and into Goldfield, with Goldfield surviving as a wholly owned subsidiary of Parent, as soon as practicable. Each Share issued and outstanding immediately prior to the Effective Time of the Merger (other than Shares held in the treasury of Goldfield or owned by any direct or indirect wholly owned subsidiary of Goldfield and Shares owned by Parent, the Purchaser or any direct or indirect wholly owned subsidiary of Parent, or by any stockholders of Goldfield who have properly exercised their appraisal rights under Section 262 of the DGCL) will be cancelled and converted into the right to receive an amount in cash equal to the Offer Price, without interest and less any applicable withholding taxes. As a consequence of the Merger, the Shares will no longer be listed on NYSE American and will be deregistered under the Exchange Act.
The press release announcing the expiration of the Offer and the acceptance of Shares for payment is attached hereto as Exhibit (a)(1)(K).
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(a)(1)(K) | Joint Press Release issued by Parent and Goldfield on December 30, 2020. |
2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
FR UTILITY SERVICES MERGER SUB, INC. | ||
By | /s/ Jeffrey K. Quake | |
Name: | Jeffrey K. Quake | |
Title: | President | |
Date: | December 30, 2020 | |
FR UTILITY SERVICES, INC. | ||
By | /s/ Jeffrey K. Quake | |
Name: | Jeffrey K. Quake | |
Title: | President | |
Date: | December 30, 2020 | |
FIRST RESERVE FUND XIV, L.P. | ||
By | First Reserve GP XIV, L.P. | |
Its: | General Partner | |
By | First Reserve GP XIV Limited | |
Its: | General Partner | |
By | /s/ Jeffrey K. Quake | |
Name: | Jeffrey K. Quake | |
Title: | Managing Director | |
Date: | December 30, 2020 |
EXHIBIT INDEX
Exhibit 99.(a)(1)(K)
FOR IMMEDIATE RELEASE
First Reserve Successfully Completes Cash Tender Offer for Shares of Goldfield
MELBOURNE, FL and STAMFORD, CT December 30, 2020 The Goldfield Corporation (Goldfield or the Company) (NYSE American: GV) and First Reserve announced today the successful completion of the previously announced cash tender offer launched by its affiliates, FR Utility Services, Inc. (Parent) and FR Utility Services Merger Sub, Inc. (Purchaser) for all of the issued and outstanding shares of common stock of Goldfield at a price of $7.00 per share, net to the seller in cash without interest and less any applicable withholding taxes.
The tender offer expired at 11:59 P.M., New York City time, on December 29, 2020. As of the expiration of the tender offer, a total of 18,106,069 shares of common stock of Goldfield representing 73.83% of the issued and outstanding shares of Goldfield, were tendered into and not withdrawn from the tender offer. In addition, 1,260,410 shares of common stock of Goldfield have been tendered by guaranteed delivery, representing approximately 5.14% of the then issued and outstanding shares of Goldfield.
All conditions to the tender offer have been satisfied or waived and Purchaser accepted for payment, and expects to promptly pay for, all shares validly tendered into and not withdrawn from the tender offer in accordance with the terms of the tender offer.
As a result of its acceptance of the shares tendered in the tender offer, Purchaser has acquired a sufficient number of shares of Goldfields common stock to close the merger of Purchaser with and into Goldfield without the affirmative vote of Goldfields other stockholders pursuant to Section 251(h) of the Delaware General Corporation Law. In connection with the merger, the remaining outstanding shares will be converted to the right to receive $7.00 per share in cash, being the same price paid in the tender offer. The parties anticipate that they will complete the merger today. Upon completion of the merger, Goldfield will become a wholly owned subsidiary of Parent and Goldfields common stock will cease trading on the NYSE American.
About Goldfield
Goldfield is a leading provider of electrical transmission and distribution maintenance services for utility infrastructure, primarily serving the Southeast, mid-Atlantic and Southwest regions of the United States. For more information about the Company, please visit the Companys 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 Firms 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
Any forward-looking statements, including, but not limited to, statements regarding the proposed transaction between First Reserve and Goldfield, the expected timetable for completing the transaction, strategic and other potential benefits of the transaction, and other statements about First Reserve or Goldfield managements future expectations, beliefs, goals, plans or prospects, are subject to risks and uncertainties such as those described in Goldfields periodic reports on file with the U.S. Securities and Exchange Commission (SEC). These statements speak only as of the date of this press release and are based on First Reserves and Goldfields current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different from those described in or implied by such forward-looking statements, including risks and uncertainties regarding: changes in financial markets; changes in economic, political or regulatory conditions; and changes in facts and circumstances and other uncertainties concerning the proposed transaction. Further information about these matters can be found in Goldfields SEC filings. First Reserve and Goldfield caution investors not to place considerable reliance on the forward-looking statements contained in this press release. Except as required by applicable law or regulation, First Reserve and Goldfield do not undertake any obligation to update or revise any of their forward-looking statements to reflect future events or circumstances.
Important additional information will be filed with the SEC
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities, nor is it a substitute for the tender offer materials Purchaser filed with the SEC upon commencement of the tender offer. This communication is for informational purposes only. The tender offer transaction commenced by affiliates of First Reserve is being made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) filed by such affiliates of First Reserve with the SEC. In addition, Goldfield has filed 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. Goldfield stockholders are 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 at no charge on the SECs website at www.sec.gov. In addition, 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 may be obtained free of charge from Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022, Telephone Number (877) 717-3930 or banks and brokers may call (212) 750-5833, the information agent for the tender offer.
Media Contacts:
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