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
June 19, 2018
Date of report (Date of earliest event reported)
Valmont Industries, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-31429 |
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47-0351813 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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One Valmont Plaza |
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Omaha, NE |
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68154 |
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(Address of Principal Executive Offices) |
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(402) 963-1000
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01. Entry into a Material Definitive Agreement
As previously announced, on June 8, 2018, Valmont Industries, Inc. (the “Company”) and its subsidiaries Valmont Coatings, Inc., PiRod, Inc., Valmont Newmark, Inc. and Valmont Queensland Pty Ltd. (the “Subsidiary Guarantors”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as representative of the several underwriters named in the Underwriting Agreement, with respect to the issuance and sale of $200 million aggregate principal amount of the Company’s 5.00% Senior Notes due 2044 (the “2044 Notes”) and $55 million aggregate principal amount of the Company’s 5.25% Senior Notes due 2054 (the “2054 Notes” and, together with the 2044 Notes, the “Notes”) and the guarantee of the Notes by the Subsidiary Guarantors. The Notes were issued and sold on June 19, 2018 in a public offering pursuant to a Registration Statement on Form S-3 (Registration No. 333-224935) and a related prospectus supplement, each filed with the Securities and Exchange Commission.
The Notes were issued pursuant to an Indenture dated as of April 12, 2010, a Second Supplemental Indenture dated as of September 22, 2014 (with respect to the 2044 Notes) and a Third Supplemental Indenture dated as of September 22, 2014 (with respect to the 2054 Notes), each among the Company, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee (collectively, the “Indenture”). The Notes were issued as additional notes under the Indenture, pursuant to which the Company previously issued $250 million aggregate principal amount of 2044 Notes and $250 million aggregate principal amount of 2054 Notes.
The Notes are guaranteed by the Subsidiary Guarantors pursuant to the terms of the Indenture. The 2044 Notes will pay interest semi-annually on April 1 and October 1, beginning on October 1, 2018, at a rate of 5.00% per annum until maturity at October 1, 2044. Interest on the 2044 Notes accrues from April 1, 2018. The 2054 Notes will pay interest semi-annually on April 1 and October 1, beginning on October 1, 2018, at a rate of 5.25% per annum until maturity at October 1, 2054. Interest on the 2054 Notes accrues from April 1, 2018. Repayment of the Notes may be accelerated upon the occurrence of a change of control triggering event specified in the Indenture or certain customary events of default specified in the Indenture. Upon the occurrence of a change of control triggering event, the Company will be required to make an offer to purchase the Notes at a price in cash equal to 101% of the principal amount plus accrued and unpaid interest through the date of repurchase.
The issuance and sale of the Notes resulted in net proceeds, before offering expenses but after deducting underwriting discounts, of approximately $235.3 million. The Company intends to use the net proceeds to fund a portion of the redemption of all $250.2 million of its outstanding 6.625% Senior Notes due 2020 (the “2020 Notes”) on July 9, 2018. The 2020 Notes will be redeemed at a redemption price equal to the greater of (a) 100% of the principal amount of the notes to be redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest on the notes (not including any portion of those payments of interest accrued to the redemption date) from the redemption date to the maturity date of the notes. In each case, the 2020 Notes to be redeemed will be discounted to the redemption date on a semi-annual basis at the Adjusted Treasury Rate (as defined in the 2020 Notes) plus 45 basis points, plus accrued and unpaid interest on the notes from April 20, 2018 to, but excluding, the redemption date. The redemption price for the 2020 Notes will be calculated in accordance with
the terms of the notes on the third Business Day (as defined in the 2020 Notes) preceding the redemption date.
The description of the Indenture, Second Supplemental Indenture, Third Supplemental Indenture, 2044 Notes and 2054 Notes are summaries and are qualified in their entirety by reference thereto. The Indenture is attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 12, 2010, the Second Supplemental Indenture and Third Supplemental Indenture are attached as Exhibits 4.2 and 4.3, respectively, to the Company’s Current Report on Form 8-K dated September 22, 2014 and the form of the 2044 Notes and the form of the 2054 Notes are attached hereto as Exhibits 4.4 and 4.5, respectively.
McGrath North Mullin & Kratz, PC LLO, counsel to the Company, has issued an opinion to the Company, dated June 19, 2018, regarding the legality of the notes and guarantees upon issuance thereof. The opinion is attached hereto as Exhibit 5.1.
Certain of the underwriters and the trustee and / or their affiliates have other business relationships with the Company involving the provision of financial and bank-related services, including cash management services and letters of credit, and have participated in the Company’s current and prior credit agreements and sales of debt.
Item 2.03. Creation of a Direct Financial Obligation of a Registrant
The information included in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits
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(d) |
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Exhibits. |
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4.1 |
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4.2 |
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4.3 |
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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.
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Valmont Industries, Inc. | ||
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Date: June 19, 2018 |
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By: |
/s/ Mark Jaksich | |
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Name: |
Mark Jaksich |
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Title: |
Chief Financial Officer |
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR CEDE & CO. IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
[THIS NOTE IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
5.00% Senior Note due 2044
VALMONT INDUSTRIES, INC.
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CUSIP: 920253AF8 |
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ISIN: US920253AF89 |
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No. 002 |
$200,000,000 |
VALMONT INDUSTRIES, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to on the reverse hereof), for value received, promises to pay to CEDE & CO., or its registered assigns, the Principal sum of TWO HUNDRED MILLION DOLLARS ($200,000,000) or such other amount as indicated on the Schedule of Increases and Decreases attached hereto on October 1, 2044.
Interest Rate: 5.00% per year
Interest Payment Dates: April 1 and October 1 of each year, commencing on October 1, 2018
Record Dates: March 15 and September 15
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by the manual or facsimile signature of an authorized Officer, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
Dated: June 19, 2018
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VALMONT INDUSTRIES, INC. | ||
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By: |
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Name: |
Mark C. Jaksich |
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Title: |
Executive Vice President & Chief Financial Officer |
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture.
Dated: June 19, 2018
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WELLS FARGO BANK, NATIONAL | |
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By: |
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Authorized Signatory |
[REVERSE OF NOTE]
5.00% SENIOR NOTES DUE 2044
Indenture. This Note is one of the 5.00% Senior Notes due 2044 (the “Notes”) of the Company issued under an Indenture, dated as of April 12, 2010 (the “Base Indenture”), between the Company, the Subsidiary Guarantors named therein (the “Subsidiary Guarantors”) and Wells Fargo Bank, National Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), as supplemented by the Second Supplemental Indenture dated September 22, 2014 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Subsidiary Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. To the extent that the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. The aggregate Principal amount of the Notes that may be authenticated and delivered under the Indenture, as amended hereby, shall be $450,000,000. The Company may, without notice to or the consent of the Holders, create and issue additional Securities having the same terms as, and ranking equally and ratably with, the Notes in all respects and so that such additional Notes will be consolidated and form a single series with, and have the same terms as to status, redemption or otherwise as, the Notes initially issued. Any additional Securities that are consolidated and form a single series with the Notes will be issued for U.S. federal income tax purposes in a “qualified reopening” or with no more than a de minimis amount of original issue discount.
Interest. The Company promises to pay interest on the Principal amount of the Notes at the rate per year described above. Interest on the Notes will accrue from April 1, 2018. Interest on the Notes will be payable semi-annually on April 1 and October 1 of each year, commencing on October 1, 2018. The interest so payable and punctually paid or duly provided for, on any interest payment date, will be paid to the Person in whose names the Notes are registered at the close of business on the record date for such interest, which shall be March 15 or September 15, as the case may be, preceding such interest payment date, except that interest payable at maturity will be paid to the same Persons to whom Principal of the Notes is payable. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest period relating to an interest payment date (including the maturity date) shall be the period from, and including, the most recent preceding interest payment date to, but excluding, the relevant interest payment date.
All payments on the Notes, including Principal, premium, if any, and interest will be payable at the Corporate Trust Office of the Trustee, as Paying Agent under the Indenture as set forth in the Indenture.
If any interest payment date, maturity date or redemption date of a Note falls on a day that is not a Business Day, the required payment of Principal and interest may be made on the next succeeding Business Day as if made on the date that the payment was due and no interest will accrue on that payment for the period from and after that interest payment date, maturity date or
redemption date as the case may be, to the date of that payment on the next succeeding Business Day.
Sinking Fund. The Notes will not be subject to any sinking fund.
Optional Redemption. The Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, prior to April 1, 2044 at a redemption price equal to the greater of (1) 100% of the Principal amount of the Notes to be redeemed, and (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of Principal and interest on the Notes to be redeemed (not including any portion of those payments of interest accrued to the date of redemption) from the redemption date to the maturity date of the Notes being redeemed, in each case, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest on the Notes to the date of redemption.
Commencing on April 1, 2044, the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the Principal amount of the Notes to be redeemed plus accrued and unpaid interest on the Notes to the date of redemption.
Events of Default. If an Event of Default with respect to Notes of this series shall occur and be continuing, the Principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Guarantees. The Notes are fully and unconditionally guaranteed by the Subsidiary Guarantors.
Amendment; Waiver. The Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may take certain actions to amend the Indenture or the Notes without notice to or the consent of any Holder of Notes. In addition, the Indenture permits, with certain exceptions as therein provided, the Company, the Subsidiary Guarantors and the Trustee to otherwise amend the Indenture or the Notes with the consent of the Holders of a majority in Principal amount of the Notes affected by such amendment. However, certain actions of the Company require the consent of each Holder of outstanding Notes affected thereby.
The Company may elect in any particular instance not to comply with certain covenants set forth in the Indenture or the Notes if, before the time for such compliance, the Holders of a majority in Principal amount of the Notes either waive compliance in that instance or generally waive compliance with those provisions, but the waiver may not extend to or affect any term, provision or condition except to the extent expressly so waived, and, until the waiver becomes effective, the Company’s obligations and the duties of the Trustee in respect of any such provision will remain in full force and effect.
Payments. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.
Registered Form. The Notes will be issued in fully registered form only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Choice of Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable principles of conflict of laws to the extent that the application of the laws of another jurisdiction would be required thereby.
Defined Terms. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT - Custodian
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Under Uniform Gifts to Minors Act |
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(State) |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
(Please print or type name and address, including postal zip code, of assignee)
the within Note and all rights thereunder, hereby irrevocably constitutes and appoints
to transfer said Note on the books of the Company, with full power of substitution in the premises.
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Dated: |
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NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. | ||
Schedule I
[Include Schedule I only for a Global Note]
SCHEDULE OF INCREASES OR DECREASES
The following increases or decreases in the Principal amount of this Global Note have been made:
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[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR CEDE & CO. IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
[THIS NOTE IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
5.25% Senior Note due 2054
VALMONT INDUSTRIES, INC.
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CUSIP: 920253AE1 |
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ISIN: US920253AE15 |
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No. 002 |
$55,000,000 |
VALMONT INDUSTRIES, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to on the reverse hereof), for value received, promises to pay to CEDE & CO., or its registered assigns, the Principal sum of FIFTY-FIVE MILLION DOLLARS ($55,000,000) or such other amount as indicated on the Schedule of Increases and Decreases attached hereto on October 1, 2054.
Interest Rate: 5.25% per year
Interest Payment Dates: April 1 and October 1 of each year, commencing on October 1, 2018
Record Dates: March 15 and September 15
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by the manual or facsimile signature of an authorized Officer, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
Dated: June 19, 2018
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VALMONT INDUSTRIES, INC. | ||
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By: |
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Name: |
Mark C. Jaksich |
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Title: |
Executive Vice President & Chief Financial Officer |
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture.
Dated: June 19, 2018
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WELLS FARGO BANK, NATIONAL | |
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By: |
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Authorized Signatory |
[REVERSE OF NOTE]
5.25% SENIOR NOTES DUE 2054
Indenture. This Note is one of the 5.25% Senior Notes due 2054 (the “Notes”) of the Company issued under an Indenture, dated as of April 12, 2010 (the “Base Indenture”), between the Company, the Subsidiary Guarantors named therein (the “Subsidiary Guarantors”) and Wells Fargo Bank, National Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), as supplemented by the Third Supplemental Indenture dated September 22, 2014 (the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Subsidiary Guarantors, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. To the extent that the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. The aggregate Principal amount of the Notes that may be authenticated and delivered under the Indenture, as amended hereby, shall be $305,000,000. The Company may, without notice to or the consent of the Holders, create and issue additional Securities having the same terms as, and ranking equally and ratably with, the Notes in all respects and so that such additional Notes will be consolidated and form a single series with, and have the same terms as to status, redemption or otherwise as, the Notes initially issued. Any additional Securities that are consolidated and form a single series with the Notes will be issued for U.S. federal income tax purposes in a “qualified reopening” or with no more than a de minimis amount of original issue discount.
Interest. The Company promises to pay interest on the Principal amount of the Notes at the rate per year described above. Interest on the Notes will accrue from April 1, 2018. Interest on the Notes will be payable semi-annually on April 1 and October 1 of each year, commencing on October 1, 2018. The interest so payable and punctually paid or duly provided for, on any interest payment date, will be paid to the Person in whose names the Notes are registered at the close of business on the record date for such interest, which shall be March 15 or September 15, as the case may be, preceding such interest payment date, except that interest payable at maturity will be paid to the same Persons to whom Principal of the Notes is payable. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest period relating to an interest payment date (including the maturity date) shall be the period from, and including, the most recent preceding interest payment date to, but excluding, the relevant interest payment date.
All payments on the Notes, including Principal, premium, if any, and interest will be payable at the Corporate Trust Office of the Trustee, as Paying Agent under the Indenture as set forth in the Indenture.
If any interest payment date, maturity date or redemption date of a Note falls on a day that is not a Business Day, the required payment of Principal and interest may be made on the next succeeding Business Day as if made on the date that the payment was due and no interest will accrue on that payment for the period from and after that interest payment date, maturity date or
redemption date as the case may be, to the date of that payment on the next succeeding Business Day.
Sinking Fund. The Notes will not be subject to any sinking fund.
Optional Redemption. The Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, prior to April 1, 2054 at a redemption price equal to the greater of (1) 100% of the Principal amount of the Notes to be redeemed, and (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of Principal and interest on the Notes to be redeemed (not including any portion of those payments of interest accrued to the date of redemption) from the redemption date to the maturity date of the Notes being redeemed, in each case, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 35 basis points, plus, in each case, accrued and unpaid interest on the Notes to the date of redemption.
Commencing on April 1, 2054, the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the Principal amount of the Notes to be redeemed plus accrued and unpaid interest on the Notes to the date of redemption.
Events of Default. If an Event of Default with respect to Notes of this series shall occur and be continuing, the Principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Guarantees. The Notes are fully and unconditionally guaranteed by the Subsidiary Guarantors.
Amendment; Waiver. The Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may take certain actions to amend the Indenture or the Notes without notice to or the consent of any Holder of Notes. In addition, the Indenture permits, with certain exceptions as therein provided, the Company, the Subsidiary Guarantors and the Trustee to otherwise amend the Indenture or the Notes with the consent of the Holders of a majority in Principal amount of the Notes affected by such amendment. However, certain actions of the Company require the consent of each Holder of outstanding Notes affected thereby.
The Company may elect in any particular instance not to comply with certain covenants set forth in the Indenture or the Notes if, before the time for such compliance, the Holders of a majority in Principal amount of the Notes either waive compliance in that instance or generally waive compliance with those provisions, but the waiver may not extend to or affect any term, provision or condition except to the extent expressly so waived, and, until the waiver becomes effective, the Company’s obligations and the duties of the Trustee in respect of any such provision will remain in full force and effect.
Payments. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.
Registered Form. The Notes will be issued in fully registered form only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Choice of Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable principles of conflict of laws to the extent that the application of the laws of another jurisdiction would be required thereby.
Defined Terms. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT - Custodian
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Under Uniform Gifts to Minors Act |
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(State) |
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
(Please print or type name and address, including postal zip code, of assignee)
the within Note and all rights thereunder, hereby irrevocably constitutes and appoints
to transfer said Note on the books of the Company, with full power of substitution in the premises.
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Dated: |
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NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. | ||
Schedule I
[Include Schedule I only for a Global Note]
SCHEDULE OF INCREASES OR DECREASES
The following increases or decreases in the Principal amount of this Global Note have been made:
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McGrath North Mullin & Kratz, PC LLO
First National Tower, Suite 3700
1601 Dodge Street
Omaha, Nebraska 68102
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June 19, 2018 |
Valmont Industries, Inc.
One Valmont Plaza
Omaha, Nebraska 68154
We have acted as counsel to Valmont Industries, Inc., a Delaware corporation (the “Company”), and Valmont Coatings, Inc., a Delaware corporation, PiRod, Inc., a Delaware corporation, Valmont Newmark, Inc., a Delaware corporation, and Valmont Queensland Pty Ltd., a limited liability company incorporated in Australia (the “Guarantors”), in connection with the offer and sale pursuant to an underwriting agreement dated June 8, 2018, by and among the Company, the Guarantors and J.P. Morgan Securities LLC, as representative of the several underwriters (the “Underwriting Agreement”), of $200,000,000 aggregate principal amount of the Company’s 5.00% Senior Notes due 2044 (the “2044 Notes”) and $55,000,000 aggregate principal amount of the Company’s 5.25% Senior Notes due 2054 (the “2054 Notes” and, together with the 2044 Notes, the “Debt Securities”), and guarantees of the Debt Securities by the Guarantors (the “Guarantees”) issued under an Indenture dated as of April 12, 2010, as amended by the Second Supplemental Indenture and Third Supplemental Indenture, each dated September 22, 2014, in each case entered into by and among the Company, the Guarantors, and Wells Fargo Bank, National Association, as Trustee (the “Trustee”) (the “Indenture”).
As such counsel, we have assisted in the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s preliminary prospectus supplement dated June 8, 2018 (the “Preliminary Prospectus Supplement”) and the final prospectus supplement dated June 8, 2018 (the “Final Prospectus Supplement”) to the prospectus dated May 15, 2018 (the “Base Prospectus”), each relating to the registration statement on Form S-3 (File No. 333-224935) (the “Registration Statement”) filed by the Company with the Commission on May 15, 2018.
We have examined the originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
Upon the basis of the foregoing, we are the opinion that:
1. When the Debt Securities have been duly executed, authenticated and issued in accordance with the Indenture and delivered against payment therefor in the manner contemplated by the Underwriting Agreement,, the Debt Securities will be a legally valid and
binding obligation of the Company, enforceable against the Company in accordance with their respective terms.
2. When the Guarantees have been duly executed, authenticated and issued in accordance with the Indenture and delivered in the manner contemplated by the Underwriting Agreement, the Guarantees will be a legally valid and binding obligation of the respective Guarantors, enforceable against the each of the Guarantors in accordance with their respective terms.
The opinions set forth above are subject to the following qualifications and exceptions:
(a) Our opinions set forth above are subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of general application affecting creditors’ rights, (ii) the effect of general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law), and (iii) insofar as they relate to indemnification provisions, the effect of federal and state securities laws and public policy relating thereto.
(b) In rendering the opinions set forth above, we have assumed that, at the time of delivery of the Debt Securities and Guarantees, any authorization provided by the Company and Guarantors and referred to above will not have been modified or rescinded, there will not have occurred any change in the law affecting the authorization, execution, delivery, validity or enforceability of the Debt Securities and the Guarantees, the Registration Statement will have become effective and will continue to be effective, none of the particular terms of the Debt Securities and Guarantees will violate any applicable law and neither the issuance and sale thereof nor the compliance by the Company and Guarantors with the terms thereof will result in a violation of any law, agreement or instrument then binding upon the Company or Guarantors or any order or decree of any court or governmental body having jurisdiction over the Company or Guarantors.
We are members of the Bar of the State of Nebraska and the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of Nebraska, the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K dated June 19, 2018, which Form 8-K will be incorporated by reference into the Registration Statement, and to the use of our name therein and in the related Base Prospectus, Preliminary Prospectus Supplement and Final Prospectus Supplement under the caption “Legal Matters.” In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by or furnished to any other person without our prior written consent.
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Very truly yours, |
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McGrath North Mullin & Kratz, PC LLO |
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/s/ McGrath North Mullin & Kratz, PC LLO |