SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|Item 1.01||Entry into a Material Definitive Agreement.|
On March 17, 2021, Primoris Services Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the several underwriters (the “Underwriters”), in connection with a public offering (the “Offering”), pursuant to which the Company agreed to issue and sell 4,500,000 shares of common stock (the “Shares”), par value $0.0001 per share (the “Common Stock”), plus an additional 675,000 shares that may be sold pursuant to an option granted to the Underwriters. The Shares were offered and sold at a public offering price of $35.00 per Share. The Offering is expected to close on March 22, 2021, subject to customary closing conditions.
The estimated net proceeds from the Offering were approximately $150 million, after underwriting discount but before estimated offering expenses payable by the Company.
This Offering is being made pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-248535) and prospectus and a related preliminary prospectus supplement filed by the Company with the Securities and Exchange Commission
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make because of any of those liabilities. Furthermore, for a period of 90 days after the date of the Underwriting Agreement, the Company and, for a period of 60 days after the date of the Underwriting Agreement, its executive officers and directors have agreed with the Underwriters not to offer or sell any shares of its common stock (or securities convertible into or exchangeable for common stock), subject to limited exceptions, without the prior written consent of the Underwriters.
The Underwriters and certain of their affiliates have, from time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for us and our affiliates, for which they received or will receive customary fees and expenses.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the Shares is filed herewith as Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits.
|1.1||Underwriting Agreement, dated March 17, 2021, among Primoris Services Corporation, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and UBS Securities LLC|
|5.1||Opinion of Gibson, Dunn & Crutcher LLP|
|23.1||Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1)|
|104||Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)|
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.
|PRIMORIS SERVICES CORPORATION|
|Date: March 18, 2021||By:||/s/ Kenneth M. Dodgen|
|Name:||Kenneth M. Dodgen|
|Title:||Executive Vice President, Chief Financial Officer|