Item 5. Other Information
ITEM 5 . OTHER INFORMATION
Amendment No. 5 to the Credit Agreement
On July 26, 2024, the Company executed Amendment No. 5 to the Loan Agreement with White Oak Commercial Finance, LLC and the Lenders party thereto. This amendment, among other things, (i) replaces the minimum FCCR covenant with a minimum EBITDA covenant for the next four quarters, (ii) modifies the minimum liquidity requirements through January 1, 2025, (iii) replaces the requirement to raise $45.0 million through asset sales by September 30, 2024, with certain milestones requiring the Company to raise $25.0 million (the “2024 Liquidity Transactions”) by September 30, 2024, and (iv) further modifies the timing and amounts of term loan prepayments.
Under the terms of Amendment No. 5, the Company must make the following term loan prepayments: July 26, 2024 – $2.0 million, August 30, 2024 - $4.0 million and September 30, 2024 - $4.0 million. The Company must also make a prepayment of $5.0 million upon the close of the sale of the East-West Jones property. If the East-West Jones property does not close on or before September 30, 2024, the Company must make the following term loan prepayments: October 31, 2024 - $1.67 million, November 29, 2024 - $1.67 million and December 31, 2024 - $1.67 million.
In the event the 2024 Liquidity Transactions do not occur on or prior to September 30, 2024, the following will occur: (i) margin will be increased by 50 basis-points on October 1 , 2024 and every seven day period thereafter
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(but in any event not in excess of 200 basis-points) and the pricing grid level for the revolving facility shall be set to Level III, (ii) accounts constituting Eligible Surety Bond Accounts shall be phased out of the Borrowing Base and shall no longer constitute Eligible Surety Bond Accounts pursuant to a schedule to be determined by the Administrative Agent in its sole discretion and which may be reduced to zero, and (iii) the following additional prepayments will be required: January 31, 2025 - $1.67 million, February 28, 2025 - $1.67 million and March 31, 2025- $1.67 million.
Amendment No. 5 also includes other administrative and definitional changes, including changes to the EBITDA requirements used to compute the interest rate margin applicable to the revolving credit facility. The foregoing description of Amendment No. 5 does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of Amendment No. 5, a copy of which is filed as Exhibit 10.5 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
ITEM 6. EXHIBITS
Exhibit
Number
Description
3.1
Amended and Restated Certificate of Incorporation of Orion Group Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 5, 2016 (File No. 001-33891)).
3.2
Amended and Restated Bylaws of Orion Group Holdings, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Securities and Exchange Commission on August 5, 2016 (File No. 001-33891)).
10.1
Purchase and Sale Agreement, dated July 2, 2024, by and between a subsidiary of Orion Group Holdings, Inc. and Capital Development Partners Acquisitions, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2024 (File No. 001-33891)).
† 10.2
Orion Group Holdings, Inc. Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2024 (File No. 001-33891)).
† 10.3
Amendment No. 1 to Orion Group Holdings, Inc.’s 2022 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2024 (File No. 001-33891)).
10.4
Amendment No. 4, dated June 28, 2024, to the Loan Agreement dated as of May 15, 2023 among Orion Group Holdings, Inc. and certain of its subsidiaries from time to time party hereto as borrowers, the entities from time to time party hereto, as Lenders, White Oak Commercial Finance, LLC, as Administrative Agent and Collateral Agent (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2024 (File No. 001-33891)).
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Exhibit
Number
Description
* 10.5
Amendment No. 5 dated July 26, 2024, to the Loan Agreement dated as of May 15, 2023 among Orion Group Holdings, Inc. and certain of its subsidiaries from time to time party hereto as borrowers, the entities from time to time party hereto, as Lenders, White Oak Commercial Finance, LLC, as Administrative Agent and Collateral Agent.
* 31.1
Certification of the Chief Executive Officer Pursuant to Rules 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
* 31.2
Certification of the Chief Financial Officer Pursuant to Rules 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
** 32.1
Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Title 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101.INS
XBRL Instance Document.
*101.SCH
Inline XBRL Taxonomy Extension Schema Document.
*101.CAL
Inline XBRL Extension Calculation Linkbase Document.
*101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
*101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
*101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
*104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
** Furnished herewith
† Management contract or compensatory plan or arrangement
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
ORION GROUP HOLDINGS, INC.
July 26, 2024
By:
/s/ Travis J. Boone
Travis J. Boone
President and Chief Executive Officer
July 26, 2024
By:
/s/ Scott Thanisch
Scott Thanisch
Executive Vice President and Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.