Centuri Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$CTRI
Oil & Gas Production
Utilities
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 9, 2025
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Item 1.01 Entry into a Material Definitive Agreement.
On July 9, 2025, Centuri Holdings, Inc., a Delaware corporation (the “Company”), and Centuri Group, Inc., a Nevada corporation (“Centuri Group”), entered into the sixth amendment (the “Amendment”) to the Second Amended and Restated Credit Agreement, among the Company, Centuri Group, Centuri Canada Division Inc., the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties named therein (as amended by the Amendment, the “Credit Agreement”).
The Credit Agreement was amended to, among other things, (a) join the Company as a borrower; (b) update the change in control provision to permit Southwest Gas Holdings, Inc. to dispose of its ownership in the Company below 51% without triggering an event of default under the Credit Agreement; (c) refinance and replace in full the existing term loan facility with an $800 million term loan facility with a maturity date of July 9, 2032, $93.6 million of which is comprised of new term loans used to refinance existing indebtedness and $706.4 million of which was used to refinance existing term loans; (d) increase the maximum principal amount of the senior secured revolving credit facility from $400 million to $450 million; (e) extend the maturity date of the senior secured revolving credit facility from August 27, 2026 to July 9, 2030; (f) make certain adjustments to pricing, including decreasing the interest rate margin applicable to term loans by 0.25% to 2.25% for SOFR Loans (as defined in the Credit Agreement) and 1.25% for Base Rate Loans (as defined in the Credit Agreement); and (g) modify certain financial and operational covenants.
The following amendments were made to the quarterly financial covenants to which the Company is subject (all financial terms, numbers and ratios are as defined in the Credit Agreement):
•On a rolling twelve-month basis, the Consolidated Total Net Leverage Ratio, defined as consolidated total indebtedness to consolidated EBITDA, shall not exceed 4.50 to 1.00 for any quarter ending prior to September 30, 2026, and 4.00 to 1.00 for any quarter ending on or after September 30, 2026.
•On a rolling four-quarter basis, the Consolidated Interest Coverage Ratio, defined as the ratio of consolidated EBITDA to consolidated interest expense, shall not be less than 2.50 to 1.00.
The obligations under the Credit Agreement remain secured by the present and future ownership interests in substantially all of the Company’s direct and indirect subsidiaries, its direct and indirect subsidiaries’ tangible and intangible personal property, and all products, profits and proceeds of the foregoing.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| 10.1* | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
* Certain of the schedules to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K, as applicable. The Company agrees to furnish a copy of any omitted schedule to the Commission upon its request.
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.
| CENTURI HOLDINGS, INC. | ||||||||
| Date: July 14, 2025 | By: | /s/ Gregory A. Izenstark | ||||||
| Gregory A. Izenstark | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||