Item 2.01. Completion of Acquisition or Disposition of Assets..
On December 30, 2020, FR Utility Services, Inc., a Delaware corporation ("FR
Utility"), an affiliate of First Reserve Fund XIV, L.P., a Cayman Islands
limited partnership ("First Reserve"), completed the previously announced
acquisition of The Goldfield Corporation, a Delaware corporation ("Goldfield"),
pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as
of November 23, 2020, by and among FR Utility, Goldfield and FR Utility Services
Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of FR
Utility ("Acquisition Sub").
As previously disclosed, pursuant to the Merger Agreement, on December 1, 2020,
Acquisition Sub commenced an exchange offer (the "Offer") to purchase all of the
issued and outstanding shares of common stock, par value $0.001 per share, of
Goldfield (the "Shares"), for a purchase price equal to $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, upon the terms and subject to the conditions set forth in the in the
offer to purchase, dated December 1, 2020 (together with any amendments or
supplements thereto, the "Offer to Purchase")
The Offer expired at midnight (New York City time) at the end of the day on
Tuesday, December 29, 2020. The depositary for the Offer advised FR Utility,
Acquisition Sub and Goldfield that, as of the expiration of the Offer, a total
of 18,106,069 Shares (excluding Shares with respect to which Notices of
Guaranteed Delivery were delivered) had been validly tendered and not properly
withdrawn pursuant to the Offer, representing approximately 73.83% of
Goldfield's then outstanding Shares (determined in accordance with the Merger
Agreement). In addition, Notices of Guaranteed Delivery were delivered with
respect to approximately 1,260,410 Shares that have not yet been tendered,
representing approximately 5.14% of Goldfield's then outstanding Shares. The
Minimum Condition (as defined in the Merger Agreement) for the Offer was
satisfied because the number of Shares validly tendered and not properly
withdrawn pursuant to the Offer represented at least a majority of the Shares
then outstanding (determined in accordance with the Merger Agreement and
excluding from the number of tendered Shares, but not from the number of
outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures
that have not yet been delivered in settlement or satisfaction of such
guarantee). All other conditions to the Offer having also been satisfied or
waived, immediately after the expiration of the Offer, Acquisition Sub accepted
all of the Shares for payment, and will promptly pay for such Shares in
accordance with the terms of the Offer.
On December 30, 2020, pursuant to the terms of the Merger Agreement and in
accordance with Section 251(h) of the General Corporation Law of the State of
Delaware, Acquisition Sub merged with and into Goldfield (the "Merger"), with
Goldfield continuing as the surviving corporation and a wholly owned subsidiary
of FR Utility. In the Merger, each Share that was issued and outstanding
immediately prior to the effective time of the Merger (the "Effective Time")
(other than any shares that were excluded pursuant to the terms of the Merger
Agreement) was, at the Effective Time, converted into the right to receive the
Offer Price.
The foregoing descriptions of the Offer, the Merger and the Merger Agreement in
this Item 2.01 do not purport to be complete and are qualified in their entirety
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or
Standard; Transfer of Listing.
Before the market opened on December 30, 2020, in connection with the
consummation of the Offer and the Merger, Goldfield (i) notified the New York
Stock Exchange American ("NYSE American") of the consummation of the Merger and
(ii) requested that NYSE American file with the SEC a Form 25 Notification of
Removal from Listing and/or Registration to delist and deregister the Shares
under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Shares ceased trading on NYSE American following the close
of trading on December 29, 2020. Goldfield also intends to file with the SEC a
Form 15 requesting that Goldfield's reporting obligations under Section 13 and
15(d) of the Exchange Act be suspended. The information set forth in Item 2.01
of this Current Report on Form 8-K is incorporated by reference into this Item
3.01.
Material Modification to Rights of Security Holders.
Item 3.03.
As a result of the Merger, each Share that was issued and outstanding
immediately prior to the Effective Time (other than any Shares that were
excluded pursuant to the terms of the Merger Agreement) was converted into the
right to receive the Offer Price at the Effective Time. Accordingly, at the
Effective Time, Goldfield's stockholders immediately before the Effective Time
ceased to have any rights in Goldfield as stockholders, other than their right
to receive the Offer Price. The information set forth in Item 2.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Change in Control of Registrant.
1
--------------------------------------------------------------------------------
At the Effective Time, Acquisition Sub merged with and into Goldfield, with
Goldfield continuing as the surviving corporation and a wholly owned subsidiary
of FR Utility. As a result, a change of control of Goldfield occurred. The
information contained in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the Merger and as contemplated by the Merger Agreement, upon
the consummation of the Merger, the director of Acquisition Sub, Jeffrey K.
Quake, became the only director of Goldfield. In connection therewith, each of
Stephen L. Appel, David P. Bicks, Harvey C. Eads, Jr., John P. Fazzini, and
Danforth E. Leitner tendered their respective resignations as directors from the
board of directors of Goldfield and from all committees of the board of
directors of Goldfield on which such directors served, effective as of the
Effective Time. The information set forth in Item 2.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, the certificate of incorporation
and bylaws of Goldfield were amended and restated in their entirety, effective
as of the Effective Time. Copies of Goldfield's amended and restated certificate
of incorporation and amended and restated bylaws are included as Exhibits 3.1
and 3.2 hereto, respectively.
Item 7.01 Regulation FD Disclosure.
On December 30, 2020, First Reserve and Goldfield issued a joint press release
announcing the consummation of the Offer. A copy of this press release is
attached as Exhibit 99.1 and is hereby incorporated by reference.
2
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of November 23, 2020, by and
among The Goldfield Corporation, FR Utility Services, Inc. and FR
Utility Services Merger Sub, Inc. (incorporated by reference to
Exhibit 2.1 to Form 8-K filed with the SEC on November 23, 2020)*
3.1 Amended and Restated Certificate of Incorporation of The Goldfield
Corporation, dated as of December 30, 2020
3.2 Amended and Restated Bylaw of The Goldfield Corporation, dated as of
December 30, 2020
99.1 Joint Press Release issued by FR Utility Services, Inc. and
Goldfield on December 30, 2020.(incorporated by reference to Exhibit
(a)(1)(K) to Schedule TO filed by FR Utility Services Merger Sub, Inc.
and FR Utility Services, Inc. with the SEC on December 1, 2020, as
amended)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Certain schedules and annexes have been omitted in accordance with
Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule
and/or annex will be furnished as a supplement to the U.S. Securities
and Exchange Commission upon request.
3
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
THE GOLDFIELD CORPORATION 
