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Shares with respect to which Notices of Guaranteed Delivery were delivered) had been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 73.83% of Goldfield’s then outstanding Shares (determined in accordance with the Merger Agreement).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in the Merger Agreement) for the Offer was satisfied because the number of Shares validly tendered and not properly withdrawn pursuant to the Offer represented at least a majority of the Shares then outstanding (determined in accordance with the Merger Agreement and excluding from the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 by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Goldfield’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on November 24, 2020, and is incorporated herein by reference.
The information set forth in Items 3.03, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.