First Reserve Fund XIV, L.P. announced today that its affiliate, FR Utility Services Merger Sub, Inc., has commenced the previously announced cash tender offer for all of the issued and outstanding shares of common stock of The Goldfield Corporation at a price of $7.00 per share, net to the seller in cash without interest and less applicable withholding taxes. The tender offer is being made pursuant to the merger agreement announced by First Reserve and Goldfield on November 24, 2020, under which Purchaser will acquire Goldfield in a transaction valued at approximately $194 million. Purchaser and its parent company, FR Utility Services, Inc. ("Parent"), are wholly owned subsidiaries of First Reserve.
The $7.00 per share all-cash tender offer represents a premium of approximately 57 percent to the 30-day volume-weighted average price of $4.46 as of November 23, 2020, as well as a premium of approximately 64 percent over Goldfield's closing share price on November 23, 2020, the last trading day before announcement of the Merger Agreement, and is being made pursuant to an Offer to Purchase, dated December 1, 2020.
A tender offer statement on Schedule TO that includes the Offer to Purchase and related Letter of Transmittal that set forth the terms and conditions of the tender offer will be filed today with the U.S. Securities and Exchange Commission (the "SEC") by Purchaser. Additionally, Goldfield will file a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of Goldfield's board of directors that Goldfield stockholders tender their shares in the tender offer.
The tender offer will expire on December 29, 2020, at 11:59 P.M., New York City time, unless the tender offer is extended in accordance with the terms of the Merger Agreement and the applicable rules and regulations of the SEC. The completion of the tender offer is conditioned upon, among other things, Goldfield's stockholders tendering at least a majority of Goldfield's outstanding shares, expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 and other customary closing conditions.
If, as a result of the tender offer, the Purchaser holds shares that represent at least one share more than 50% of all the issued and outstanding shares of Goldfield's common stock, and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, the Purchaser will, as soon as is practicable, merge with and into Goldfield, with Goldfield continuing as the surviving corporation and as a wholly owned subsidiary of Parent, under Section 251(h) of the Delaware General Corporation Law, without prior notice to, or any action by, any other stockholder of Goldfield. Upon completion of the transaction Goldfield will cease to be a publicly traded company.
Innisfree M&A Incorporated is acting as information agent for Parent in the tender offer. American Stock Transfer & Trust Company, LLC is acting as depositary and paying agent in the tender offer. Requests for documents and questions regarding the tender offer may be directed to Innisfree M&A Incorporated by telephone at (877) 717-3930 or banks and brokers may call (212) 750-5833.
About First Reserve
First Reserve is a leading global private equity investment firm exclusively focused on energy, including related industrial markets. With over 35 years of industry insight, investment expertise and operational excellence, the Firm has cultivated an enduring network of global relationships and raised more than $32 billion of aggregate capital since inception. First Reserve has completed approximately 700 transactions (including platform investments and add-on acquisitions), creating several notable energy companies throughout the Firm's history. Its portfolio companies have operated on six continents, spanning the energy spectrum from upstream oil and gas to midstream and downstream, including resources, equipment and services, and associated infrastructure. Please visit www.firstreserve.com for further information.
