First Reserve Fund XIV, L.P. managed by First Reserve Corporation agreed to acquire The Goldfield Corporation (AMEX:GV) for approximately $170 million on November 22, 2020. First Reserve entered into an agreement to acquire The Goldfield Corporation on November 23, 2020. Under the terms of the agreement, First Reserve will commence a tender offer for $7 per share of The Goldfield Corporation. First Reserve has received an equity commitment letter from First Reserve Fund, pursuant to which First Reserve Fund has committed to contribute an amount equal to $210 million in cash for the purpose of funding, and to the extent necessary to fund. In addition, First Reserve has received the Debt Commitment Letter from Citizens Bank, N.A. and Sumitomo Mitsui Banking Corporation, pursuant to which its lenders have agreed to provide it with a $125 million in senior secured credit facilities, consisting of a $25 million first lien senior secured revolving credit facility and $100 million in aggregate principal amount of first lien senior secured term loans. The Goldfield Corporation will continue to be led by the same management team. The agreement provides for certain termination rights. Upon termination of the agreement under certain circumstances, The Goldfield Corporation is obligated to pay a termination fee equal to $5.65 million. First Reserve is obligated to pay a termination fee equal to $10.44 million. Conditions to the offer include valid tender constitute at least a majority of the total number of then issued and outstanding shares, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust, regulatory approvals, no material adverse effect and satisfaction of other customary closing conditions. The transaction has been approved unanimously by Board of Directors of The Goldfield Corporation on November 22, 2020. The transaction has been approved unanimously by Board of Directors of First Reserve. A special committee comprised of five independent directors, Harvey C. Eads, Chairman of the Special Committee, Stephen L. Appel, David P. Bicks, John P. Fazzini and Danforth E. Leitner for formed to advise Goldfield on the transaction. The consummation of the offer and the merger are not subject to a financing condition. Chief Executive officer John Sottile entered into a tender and support agreement to tender all shares into the offer, which, as of November 23, 2020, in the aggregate represents approximately 8.5% of the outstanding shares. The initial offer expiration time shall be the later of the twentieth (20th) business day following (and including the day of) commencement of the offer. As of December 1, 2020, tender offer has been commenced. As of December 17, 2020, FTC granted the early termination notice. The transaction is expected to close by the end of January, 2021. As of December 1, 2020, the tender offer will expire on December 29, 2020, unless the tender offer is extended. Robert S. Matlin, Adam Tejeda, Allen Bachman, Lisa Stark, Ali Nardali, Rikki Sapolich-Krol, Jon Barron, April Boyer, Matt Dicke, Jon Morton and Ken Knox of K&L Gates LLP acted as legal advisors and Peter Egge, Michael Carr, Andrew Schwartz and Andrew Foster of Stifel acted as financial advisors for The Goldfield Corporation. Patricia Adams, Alden Millard, Barrie Covit, Andrew Purcell, Larry Moss, Kelly Karapetyan, Lori Lesser, Krista McManus, Michael T. Holick of Simpson Thacher & Bartlett LLP acted as legal advisors for First Reserve. Innisfree M&A Inc. acted as information agent and American Stock Transfer & Trust Company, LLC acted as depository agent to First Reserve. Stifel has acted as financial advisor, will receive a fee of approximately $4.35 million for its services, a substantial portion of which is contingent upon the completion of the offer and the merger and received a fee of $0.5 million upon the delivery of its opinion that was not contingent upon consummation of the offer and the merger, provided that such Opinion Fee is creditable against any advisory fee. Stifel also provided defense advisory services to The Goldfield Corporation for which it received a fee of $0.09 million.