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Subsequent Events
3 Months Ended
Mar. 29, 2024
Subsequent Events [Abstract]  
Subsequent Events

Note 12. Subsequent Events

Sale of Assets of Foundations Projects Business

On May 10, 2024, the Company entered into an agreement to sell the assets of its non-core Foundations Projects business for total consideration of $17.5 million, consisting of $15 million in cash and a $2.5 million promissory note. The net proceeds will be used to repay borrowings under the existing Revolving Credit Facility.

Equipment Sale-Leaseback

On May 10, 2024, the Company entered into a non-binding letter of intent for the sale-leaseback of its equipment yard in Tracy, California. The transaction contemplates the sale of the equipment yard for approximately $22 million, along with a five-year lease for Shimmick to continue using the property. The net proceeds will be used to repay borrowings under the existing Revolving Credit Facility.

Mutual Release

In connection with the entry into the Credit Agreement and related agreements, on May 20, 2024, we entered into a Settlement Agreement and Mutual Release with AECOM pursuant to which, among other things, we and our subsidiaries released AECOM from all claims that have or could have been asserted against us and our subsidiaries, including claims or defenses asserted or which could have been asserted under the Purchase and Sale Agreement, dated December 9, 2020, between AECOM, URS Holdings, Inc. and Shimmick Corporation (as successor in interest to SCC Group LLC (the “PSA”). In return, AECOM is releasing us and our subsidiaries from certain claims under the PSA, specifically those related to or arising in respect to: (a) the Golden Gate Bridge Project and the Gerald Desmond Bridge Project, under the claim sharing provisions contained in Sections 2.13(a)(i) and (a)(ii) of the PSA, respectively; (b) any Earn-Out Payment arising solely under Section 2.11 of the PSA and (c) the Chickamauga Lock Project arising under the claim sharing provisions of that certain Working Capital Settlement Agreement, dated as of January 31, 2022, by and among SCC Group LLC, AECOM and URS Holdings, Inc.

In connection with the releases, AECOM will jointly file, or caused to be filed, a request for dismissal of the AECOM v. SCCI National Holdings, Inc., et al., Delaware Chancery Court C.A. No. 2022-0727-MTZ, in its entirety, with prejudice.

Share Issuance

In connection with the Mutual Release, we entered into a Share Issuance Agreement (the “Share Issuance Agreement”) with AECOM, pursuant to which we agreed to issue an aggregate 7,745,000 shares of common stock (the “Shares”). 5,144,622 of the Shares (the “Initial Shares”), which represent approximately 19.99% of our outstanding common stock immediately prior to the issuance, were issued on May 20, 2024. Issuance of the remaining 2,600,378 Shares (the “Additional Shares”) are subject to approval by the Company’s stockholders, pursuant to NASDAQ listing requirements.

Credit Agreements

See Note 6 - Debt for additional information regarding subsequent events.