XML 33 R22.htm IDEA: XBRL DOCUMENT ﻿
v2.3.0.11

Subsequent Events | 6 Months Ended
--- | ---
Jun. 30, 2011
Subsequent Events [Abstract] |
Subsequent Events |
(16) | Subsequent Events
Acquisition of Lunda Construction Company On July 1, 2011, the Company completed the acquisition of Lunda. Headquartered in Black River Falls, Wisconsin, and with offices in Wisconsin and Minnesota, Lunda is a heavy civil contractor engaged in the construction, rehabilitation and maintenance of bridges, railroads, and other civil structures in the Midwest and throughout the United States. Under the terms of the transaction, the Company acquired 100% of the stock of Lunda for a purchase price of $163.5 million, subject to a post-closing adjustment based on the net worth of Lunda at closing, consisting of $141.8 million in cash at closing and $21.7 million in notes payable in five years, plus a structured earnout based on certain profitability targets over the next three years. In addition, the Company expects to make an election under Section 338(h)(10) of the Internal Revenue Code to treat the acquisition as an asset purchase for federal income tax purposes. The Company has agreed to reimburse the former Lunda shareholders for the estimated incremental income tax costs incurred by the former Lunda shareholders as a result of such election. The Company financed the transaction with the balance of proceeds available from the offering of the Senior Notes which was completed in October 2010, as well as available cash and borrowings under its Revolving Facility (see Note 10). In connection with the acquisition of Lunda, the Company issued to the former Lunda shareholders promissory notes in an aggregate amount of approximately $21.7 million (the “Lunda Seller Notes”). Interest under the Lunda Seller Notes accrues at the rate of 5% per annum with all accrued but unpaid interest payable annually. The Lunda Seller Notes mature on July 1, 2016. The Company may prepay all or any portion of the Lunda Seller Notes at any time without premium or penalty. To the extent that the Company prepays all or any portion of its outstanding Senior Notes, it is also required to repay a pro rata portion (based upon the amount being prepaid under the Senior Notes and the total amount outstanding under the Senior Notes) of the Lunda Seller Notes. The Lunda Seller Notes are guaranteed by Lunda, which, as a result of the acquisition, is a wholly owned subsidiary of the Company. Lunda had 2010 annual revenues of approximately $400 million and a backlog of approximately $400 million as of the date of the acquisition. Lunda was acquired because the Company believes it is a strong strategic fit for its civil business and will provide the Company with the opportunity to expand its civil business into the midwestern United States. The financial results of Lunda will be included in the Company's consolidated financial results beginning in the third quarter of 2011 and will be included in the Company's Civil segment. The Company has evaluated the materiality of the financial impact of the Lunda acquisition and has deemed the acquisition to be material. The Company is in the preliminary stage of collecting data from which to prepare the allocation of the purchase price to the tangible and intangible assets of Lunda. Therefore, the Company is not able at this time to provide disclosures about the fair value of the purchase price consideration, fixed assets, and intangible assets acquired and the resulting amount of goodwill. Additionally, the Company does not have sufficient reliable information at this time to provide supplemental pro forma disclosures regarding the impact of this acquisition on its revenue and earnings. Acquisition of GreenStar Services Corporation On July 1, 2011, the Company completed the acquisition of GreenStar. GreenStar is primarily comprised of three operating entities: Five Star Electric Corporation and WDF, Inc., which are located in New York, and Nagelbush Mechanical, which is located in Florida. GreenStar has served a range of clients in a wide variety of markets including transportation, infrastructure, commercial, school and university, residential, and specialty construction. Under the terms of the transaction, the Company acquired GreenStar through a merger with a wholly-owned subsidiary of the Company for an initial purchase price of $208.4 million, subject to a post-closing adjustment based on the net worth of GreenStar at closing, plus a structured earnout based on the achievement of certain profitability targets over the next five years. The purchase price consists of $100 million in cash paid at closing, a $74.9 million promissory note issued at closing and $33.5 million of holdbacks to secure certain indemnification obligations and deferred management incentive payments. The Company financed the transaction with available cash and borrowings under its Revolving Facility (see Note 10). In connection with the acquisition of GreenStar, the Company issued to the interest holder representative, on behalf of certain of GreenStar's former equity holders (the “Interest Holders”), a promissory note in the amount of approximately $74.9 million (the “GreenStar Seller Note”). Interest under the GreenStar Seller Note accrues at the rate of 8% per annum with all accrued but unpaid interest payable on August 1, September 1 and October 1, 2011. The GreenStar Seller Note and all accrued interest was paid off on August 3, 2011. GreenStar had 2010 annual revenues of approximately $560 million and a backlog of approximately $1.2 billion as of the date of the acquisition. GreenStar was acquired because it is one of the largest specialty contractors in the United States and it will provide an opportunity to expand the Company's presence in the northeastern markets. The financial results of GreenStar will be included in the Company's consolidated financial results beginning in the third quarter of 2011 and will be included in the Company's Building segment. The Company has evaluated the materiality of the financial impact of the GreenStar acquisition and has deemed the acquisition to be material. The Company is in the preliminary stage of collecting data from which to prepare the allocation of the purchase price to the tangible and intangible assets of GreenStar. Therefore, the Company is not able at this time to provide disclosures about the fair value of the purchase price consideration, fixed assets, and intangible assets acquired and the resulting amount of goodwill. Additionally, the Company does not have sufficient reliable information at this time to provide supplemental pro forma disclosures regarding the impact of this acquisition on its revenue and earnings.

X
- Details
Name: | us-gaap_SubsequentEventsAbstract
Namespace Prefix: | us-gaap
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + Details
Name: | us-gaap_SubsequentEventsTextBlock
Namespace Prefix: | us-gaap
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration