Current Report Filing (8-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): June 30, 2015

 

PERNIX GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware		333-92445		36-4025775
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

151 E. 22nd Street Lombard, Il.		60148
(Address of Principal Executive Offices)		(Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

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ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

  

On June 30, 2015 (the “Closing Date”), Pernix Building Group, LLC (“Pernix Building Group”), a wholly owned subsidiary of Pernix Group, Inc., completed the acquisition of all of the outstanding limited liability company interests (the “TBG Interests”) of KBR Building Group, LLC (the “TBG”) from BE&K, Inc., a subsidiary of  KBR, Inc. pursuant to the Membership Interest Purchase Agreement, dated June 4, 2015, by and between Pernix Building Group and BE&K, Inc. (the “Purchase Agreement”). TBG is a diversified construction management company providing complex construction management and design-build services for clients in a variety of industrial sectors.

 

The purchase price for the TBG Interests was $22.9 million, paid as of the Closing Date, including a $0.9 million working capital adjustment.  The purchase price is subject to a post-closing working capital adjustment.

 

The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which is included as Exhibit 2.1 and is incorporated by reference into this Current Report on Form 8-K.

 

ITEM 7.01 REGULATION FD DISCLOSURE

 

Pernix issued a press release announcing the acquisition of the TBG Interests on July 7, 2015.  A copy of Pernix’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” with the Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

(a) Financial Statements of business acquired.

 

Pursuant to Item 9.01(a)(4) of Form 8-K, Pernix will file all financial statements required by this item by an amendment to this Current Report on Form 8-K to be filed within 71 calendar days after the date this Current Report on Form 8-K must be filed.

 

(b) Pro forma financial information.

 

Pursuant to Item 9.01(b)(2) of Form 8-K, Pernix will file all pro forma financial information required by this item by an amendment to this Current Report on Form 8-K to be filed within 71 calendar days after the date this Current Report on Form 8-K must be filed.

 

(d) Exhibits.

 

Exhibit No.		Description
2.1     99.1		Membership Interest Purchase Agreement, dated June 4, 2015, by and between Pernix Building Group, LLC and BE&K, Inc., incorporated by reference to Exhibit 2.1 to Pernix’s Current Report on Form 8-K filed on June 10, 2015. Press release dated July 7, 2015.

 

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SIGNATURES

 

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.

 

 

	PERNIX GROUP, INC.
	By:	/s/ Nidal Z. Zayed
		Nidal Z. Zayed
		President and Chief Executive Officer
Dated: July 7, 2015

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EXHIBIT INDEX

 

 

Exhibit No.		Description
2.1     99.1		Membership Interest Purchase Agreement, dated June 4, 2015, by and between Pernix Building Group, LLC and BE&K, Inc., incorporated by reference to Exhibit 2.1 to Pernix’s Current Report on Form 8-K filed on June 10, 2015. Press release dated July 7, 2015.

 

 

 

Pernix Group, Inc. closes KBR Building Group acquisition

 

LOMBARD, IL — July 7, 2015 — Pernix Group, Inc. (OTCQB: PRXG), a construction company recognized by Engineering News Record for being one of the Top 50 American Contractors working abroad for the last four years in a row, today announced that its acquisition of the KBR Building Group completed financial close on June 30, 2015. Our investment of $28.0 million, which included a $22.9 million purchase price and cash for working capital, was financed 100% by equity. KBR Building Group will immediately be known as the BE&K Building Group, A Pernix Group Company. This acquisition will expand Pernix’s commercial domestic operations and have a dramatic impact on its international business.

 

The KBR Building Group has a long and proven history of successfully executing major projects in the advanced manufacturing, industrial, life sciences, research & development, food & beverage, commercial, mixed-use and institutional domestic markets. Pernix will further leverage the KBR Building Group’s experience to expand its commercial and public market offerings internationally.

 

CEO & President of Pernix, Nidal Z. Zayed stated “it is very difficult to overstate the significance of this milestone for Pernix. Our team has worked tirelessly over the past several months to make this acquisition a reality. I am proud of our entire team. Closing on such a major acquisition has been part of our domestic business plan and crossing the finish line today is extremely satisfying. We’re excited to welcome BE&K Building Group into the Pernix family.” He went on to say “The addition of BE&K Building Group creates several new Centers of Excellence for our private and federal sector businesses. We continue on our strategic growth trajectory for all our business segments.”

 

“Our team is honored and excited to be joining the Pernix Group family of companies and returning to our BE&K Building Group roots” said Mac Carpenter, President of BE&K Building Group. “The opportunity to continue providing world-class construction service to our clients, while leveraging Pernix’s agility, commitment to safety, quality control, and world-wide presence will allow us to continue exceeding our clients’ expectations while expanding our reach and allowing us to follow our clients throughout the world. Customer satisfaction is a core value for us, and this transaction enables us to better serve our clients. These are exciting times at Pernix and the BE&K Building Group team is proud to be a part of it.”

 

Morgan Joseph TriArtisan’s Industrials team served as Pernix’s financial advisor; FTI Consulting provided tax and financial due diligence and Greenburg Traurig, P.A. served as legal advisors to Pernix.

 

About Pernix Group, Inc.

Pernix Group, Inc. is a global company with its headquarters in Lombard, Illinois. The Company is engaged in three primary markets: Federal Government, Commercial & Industrial, and Power. Pernix has full-scale construction and management capabilities, with operations in the United States, Africa, the Middle East, and the South Pacific. Additional information is available at www.pernixgroup.com.

 

Forward-Looking Statement

Certain of the statements made in this press release are forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and other factors

that could cause or contribute to actual results differing materially from such forward-looking statements are discussed in greater detail in the Company’s filings with the U.S. Securities and Exchange Commission.

 

Contact:

 

Patrick J. Gainer

Chief Financial Officer

Pernix Group, Inc.

Tel: [phone]

[e-mail]

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