ies8k_wfcreditagmt-aug2012.htm


 

 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  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):  August 16, 2012
 
 
Integrated Electrical Services, Inc.
(Exact name of registrant as specified in Charter)

 
 
Delaware
001-13783
76-0542208
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
 
 
5433 Westheimer Road, Suite 500
Houston, Texas  77056
(Address of Principal Executive Offices)
 
 
 
 
Registrant's telephone number, including area code:  (713) 860-1500
 
 
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):
 
 
[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
 
[  ]
Pre-Commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
 
 
 
 
 
 

 
 
Item 1.01.
Entry into a Material Definitive Agreement.
 
 
On August 16, 2012, Integrated Electrical Services, Inc., a Delaware corporation (the “Company” or “we”), and certain of its present and future subsidiaries and affiliates, entered into Amendment No. 1 to the Agreement of Indemnity (the “Amendment”) with Chartis Property Casualty Company, Chartis Insurance Company of Canada, American Home Assurance Company, Commerce and Industry Insurance Company, Granite State Insurance Company, Lexington Insurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., New Hampshire Insurance Company and The Insurance Company of the State of Pennsylvania (collectively, with any and all of their affiliates, subsidiaries, successors and assigns, the “Surety”).  The Amendment memorialized the execution of a certain intercreditor agreement between the Surety and Wells Fargo, National Association.
 
The Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Amendment.
 
 
 
Item 8.01.
Other Events.
 
 
On August 9, 2012, the Company entered into a Credit and Security Agreement for a $30,000,000 revolving credit facility (the “2012 Facility”) with Wells Fargo Bank, National Association.  As previously disclosed in the Company's quarterly report on Form 10-Q for the quarter ended June 30, 2012, as a condition to the initial extension of credit under the 2012 Facility, the Company was required to deliver executed intercreditor agreements with each of the Company’s current sureties on or before August 17, 2012.  As of August 16, 2012, the Company has delivered all required intercreditor agreements and has satisfied all conditions with respect to the initial extension of credit under the 2012 Facility.
 
 
 
Item 9.01.
Financial Statements and Exhibits.
 
  (d) Exhibits.
     
     
Exhibit No.   Description 
10.1  
Amendment No. 1 to Agreement of Indemnity, dated August 16, 2012, between Integrated Electrical Services, Inc. and certain of its present and future subsidiaries and affiliates and Chartis Property Casualty Company, Chartis Insurance Company of Canada, American Home Assurance Company, Commerce and Industry Insurance Company, Granite State Insurance Company, Lexington Insurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., New Hampshire Insurance Company and The Insurance Company of the State of Pennsylvania, and any and all of their affiliates, subsidiaries, successors and assigns
     
 
 
 
 

 
 
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 thereunto duly authorized.
 
   INTEGRATED ELECTRICAL SERVICES, INC.
   
   
 Date:  August 17, 2012     /s/ William L. Fiedler                                                 
     William L. Fiedler
     Senior Vice President and General Counsel
 
 
 
 
 
 
 
EXHIBIT INDEX
 
 
 
Exhibit No.   Description 
10.1
 
Amendment No. 1 to Agreement of Indemnity, dated August 16, 2012, between Integrated Electrical Services, Inc. and certain of its present and future subsidiaries and affiliates and Chartis Property Casualty Company, Chartis Insurance Company of Canada, American Home Assurance Company, Commerce and Industry Insurance Company, Granite State Insurance Company, Lexington Insurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., New Hampshire Insurance Company and The Insurance Company of the State of Pennsylvania, and any and all of their affiliates, subsidiaries, successors and assigns
 
 
ies_amd1indemnityagmt-2012.htm
Exhibit 10.1
 
175 Water Street
27th Floor
New York, NY  10038
 
 
Chartis Property Casualty Company
Chartis Insurance Company of Canada
American Home Assurance Company
Commerce and Industry Insurance Company
Granite State Insurance Company
Lexington Insurance Company
National Union Fire Insurance Company of Pittsburgh, Pa.
New Hampshire Insurance Company
The Insurance Company of the State of Pennsylvania

 
AMENDMENT NO. 1 TO AGREEMENT OF INDEMNITY
 
Amendment No. 1 to Agreement of Indemnity (the “Amendment”), made and entered into this 16th day of August, 2012.  To be attached to and form part of the Agreement of Indemnity, dated May 7, 2010 (the “Agreement of Indemnity”) between Integrated Electrical Services, Inc. and the companies listed on Exhibit A attached hereto or any of their present or future subsidiaries or affiliates including, but not limited to, any Limited Liability Company (LLC), whether alone or in joint venture with others not named herein, and any corporation, partnership, or person upon its written request, (hereinafter called the Principal) and the companies listed on Exhibit B attached hereto (collectively, and together with the Principal, hereinafter called the Indemnitors) and Chartis Property Casualty Company, Chartis Insurance Company of Canada, American Home Assurance Company, Commerce & Industry Insurance Company, Granite State Insurance Company, Lexington Insurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., New Hampshire Insurance Company and The Insurance Company of the State of Pennsylvania , and any and all affiliates, subsidiaries, successors and assigns thereof, hereinafter individually and collectively referred to as “SUERTY”.
 
AMENDMENT
 
Nineteenth section of the Agreement of Indemnity is hereby amended by deleting the words “certain Loan and Security Agreement dated May12, 2006, among Integrated Electrical Services, Inc. and the subsidiaries of Integrated Electrical Services, Inc. (as Borrowers), the lenders party thereto, Bank of America, N.A. (as Lender Agent)” and substituting therefore the words “certain Credit and Security Agreement dated August 9, 2012 by and among Integrated Electrical Services, Inc., IES Commercial & Industrial, LLC., IES Commercial, Inc., IES Management, LP, IES Management ROO, LP, IES Purchasing & Materials, Inc., IES Residential, Integrated Electrical Finance, Inc. (as Borrows) and IES Consolidation, LLC., IES Properties, Inc., IES Shared Services, Inc. IES Tangible Properties, Inc., Key Electrical Supply, Inc., IES Operations Group, Inc., ICS Holdings LLC ( as Guarantors) and Wells Fargo Bank, National Association (as Lender)”
 
Twenty-Second section is hereby amended by deleting the words “Intercreditor Agreement dated as of May ___, 2010 (the “Intercreditor Agreement”), by and between National Union Fire Insurance Company of Pittsburgh, Pa., its Affiliates and Subsidiaries and their respective co-sureties and reinsurers, and their respective successors and permitted assigns and BANK OF AMERICA, N.A., as lender and as lender agent on behalf of the other Lenders” and substituted therefore the words “Intercreditor Agreement dated as of August 16, 2012 (the “Intercreditor Agreement”), by and between National Union Fire Insurance Company of Pittsburgh, Pa., its Affiliates and Subsidiaries and their respective co-sureties and reinsurers, and their respective successors and permitted assigns(individually and collectively “Surety”), and Wells Fargo Bank, National Association, a national banking association (hereinafter, “Lender”)
 
The TWENTY-SECOND paragraph in the Miscellaneous Section is stricken and replaced by “TWENTY-FIFTH: This Agreement may not be changed or modified orally.  No change or modification shall be effective unless made by written endorsement executed to form a part hereof.”
 
 
 
 
Page 1 of 8
 
 

 

FULL FORCE AND EFFECT
 
The Indemnitors hereunder acknowledge and agree that, except as specifically modified by this Amendment, the terms and provisions of the Agreement of Indemnity shall remain in full force and effect.  This Amendment shall take effect as of the day and year first written above.
 
[Signature page follows]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Page 2 of 8
 
 

 
IN WITNESS WHEREOF, the undersigned expressly recognize and covenant that this Agreement is a continuing obligation applying to and indemnifying the Surety as to any and all bonds heretofore or hereinafter executed by the Surety on behalf of the principal until this Indemnity Agreement shall be terminated.
 
   
INDEMNITORS and PRINCIPAL:
     
   
INTEGRATED ELECTRICAL SERVICES, INC.
 
 
Attest:  /s/ William L. Fiedler
 
 
 
By:  /s/ Robert W. Lewey
(Please Print or Type Name and Title Below)
William L. Fiedler, Secretary
 
(Please Print or Type Name and Title Below)
Robert W. Lewey, Senior Vice President
     
   
IES RESIDENTIAL, INC.
   
IES COMMERCIAL, INC.
   
IES COMMERCIAL & INDUSTRIAL, LLC
   
IES PROPERTIES, INC.
   
IES TANGIBLE PROPERTIES, INC.
   
IES PURCHASING & MATERIALS, INC.
   
IES CONSOLIDATION, LLC
   
IES SHARED SERVICES, INC.
   
IES OPERATIONS GROUP, INC.
   
ICS HOLDINGS LLC
   
INTEGRATED ELECTRICAL FINANCE, INC.
   
KEY ELECTRICAL SUPPLY, INC.
   
THOMAS POPP & COMPANY
 
 
Attest:  /s/ William L. Fiedler
 
 
 
By:  /s/ Robert W. Lewey
(Please Print or Type Name and Title Below)
William L. Fiedler, Secretary
 
(Please Print or Type Name and Title Below)
 Robert W. Lewey, Vice President
     
   
IES MANAGEMENT ROO, LP
     
   
By: IES OPERATIONS GROUP, INC.
   
Its General Partner
 
 
Attest:  /s/ William L. Fiedler
 
 
 
By:  /s/ Robert W. Lewey
(Please Print or Type Name and Title Below)
William L. Fiedler, Secretary
 
(Please Print or Type Name and Title Below)
Robert W. Lewey, Vice President
     
   
IES MANAGEMENT LP
     
   
By: INTEGRATED ELECTRICAL FINANCE, INC.
   
Its General Partner
 
 
Attest:  /s/ William L. Fiedler
 
 
 
By:  /s/ Robert W. Lewey
(Please Print or Type Name and Title Below)
 William L. Fiedler, Secretary
 
(Please Print or Type Name and Title Below)
 Robert W. Lewey, Vice President
 
 
 
 
 

 
Page 3 of 8
 
 

 
PARTNERSHIP ACKNOWLEDGMENT
 
 
STATE OF TEXAS
 
COUNTY OF HARRIS
 
 
On this 16th day of August, 2012, before me personally appeared Robert W. Lewey, to me known and known to me to be a member of the firm of IES Management ROO, LP by IES Operations Group, Inc., its General Partner, described in and who executed the foregoing instrument, and he thereupon acknowledged to me that he executed the same as and for the act and deed of the said firm.
 
  Notary Public  
 
Commission Expires   
 
                             
 
STATE OF TEXAS
 
COUNTY OF HARRIS
 
 
On this 16th day of August, 2012, before me personally appeared Robert W. Lewey, to me known and known to me to be a member of the firm of IES Management, LP by Integrated Electrical Finance, Inc., its General Partner, described in and who executed the foregoing instrument, and he thereupon acknowledged to me that he executed the same as and for the act and deed of the said firm..
 
  Notary Public  
 
Commission Expires   
                                                                           
 
CORPORATE ACKNOWLEDGMENT
 
 
STATE OF TEXAS
 
COUNTY OF HARRIS
 
 
On this 16th day of August, 2012, before me personally appeared Robert W. Lewey, to me known to be the Senior Vice President  of Integrated Electrical Services, Inc., the corporation executing the above instrument, and acknowledged said instruments to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned and on oath stated that the seal affixed is the seal of said corporation and that said instrument was executed by order of the Board of Directors of said corporation.
 
  Notary Public  
 
Commission Expires   
 
 
CORPORATE ACKNOWLEDGMENT
 
 
STATE OF TEXAS
 
COUNTY OF HARRIS
 
 
On this 16th day of August, 2012, before me personally appeared Robert W. Lewey, to me known to be the Vice President of IES Residential, Inc., IES Commercial, Inc., IES Commercial & Industrial, LLC, IES Properties, Inc., IES Tangible Properties, Inc., IES Purchasing & Materials, Inc., IES Consolidation, LLC, IES Shared Services, Inc., IES Operations Group, Inc., ICS Holdings LLC, Integrated Electrical Finance, Inc., Key Electrical Supply, Inc. and Thomas Popp & Company, Inc., the corporation executing the above instrument, and acknowledged said instruments to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned and on oath stated that the seal affixed is the seal of said corporation and that said instrument was executed by order of the Board of Directors of said corporation.
 
  Notary Public  
 
Commission Expires   
                                    

Page 4 of 8
 
 

 

Exhibit A
 
PRINCIPALS
 
Indemnitor
Employer Identification Number
Address
IES Commercial, Inc.
16-1664197
5433 Westheimer, Suite 500
Houston, TX 77027
IES Commercial & Industrial, LLC 45-2010815
5433 Westheimer, Suite 500
Houston, TX 77027
IES Consolidation LLC
26-0733980
5433 Westheimer, Suite 500
Houston, TX 77027
ICS Holdings LLC
04-3781605
5433 Westheimer, Suite 500
Houston, TX 77027
IES Management, LP
76-0569183
5433 Westheimer, Suite 500
Houston, TX 77027
IES Management ROO, LP
52-2114914
5433 Westheimer, Suite 500
Houston, TX 77027
IES Properties Inc.
76-0699590
5433 Westheimer, Suite 500
Houston, TX 77027
IES Purchasing & Materials, Inc.
26-0655043
5433 Westheimer, Suite 500
Houston, TX 77027
IES Residential, Inc.
74-1774028
5433 Westheimer, Suite 500
Houston, TX 77027
IES Shared Services, Inc.
26-0655112
5433 Westheimer, Suite 500
Houston, TX 77027
IES Tangible Properties, Inc.
26-0656949
5433 Westheimer, Suite 500
Houston, TX 77027
Integrated Electrical Finance, Inc.
76-0559059
5433 Westheimer, Suite 500
Houston, TX 77027
Integrated Electrical Services, Inc.
76-0542208
5433 Westheimer, Suite 500
Houston, TX 77027
Key Electrical Supply, Inc.
76-0285442
5433 Westheimer, Suite 500
Houston, TX 77027
IES Operations Group, Inc.
52-2110684
5433 Westheimer, Suite 500
Houston, TX 77027
Thomas Popp & Company
31-1112666
5433 Westheimer, Suite 500
Houston, TX 77027
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
Page 5 of 8
 
 

 

Exhibit B
 
INDEMNITORS
 
Indemnitor
Employer Identification Number
Address
IES Commercial, Inc.
16-1664197
5433 Westheimer, Suite 500
Houston, TX 77027
IES Commercial & Industrial, LLC 45-2010815
5433 Westheimer, Suite 500
Houston, TX 77027
IES Consolidation LLC
26-0733980
5433 Westheimer, Suite 500
Houston, TX 77027
ICS Holdings LLC
04-3781605
5433 Westheimer, Suite 500
Houston, TX 77027
IES Management, LP
76-0569183
5433 Westheimer, Suite 500
Houston, TX 77027
IES Management ROO, LP
52-2114914
5433 Westheimer, Suite 500
Houston, TX 77027
IES Properties Inc.
76-0699590
5433 Westheimer, Suite 500
Houston, TX 77027
IES Purchasing & Materials, Inc.
26-0655043
5433 Westheimer, Suite 500
Houston, TX 77027
IES Residential, Inc.
74-1774028
5433 Westheimer, Suite 500
Houston, TX 77027
IES Shared Services, Inc.
26-0655112
5433 Westheimer, Suite 500
Houston, TX 77027
IES Tangible Properties, Inc.
26-0656949
5433 Westheimer, Suite 500
Houston, TX 77027
Integrated Electrical Finance, Inc.
76-0559059
5433 Westheimer, Suite 500
Houston, TX 77027
Integrated Electrical Services, Inc.
76-0542208
5433 Westheimer, Suite 500
Houston, TX 77027
Key Electrical Supply, Inc.
76-0285442
5433 Westheimer, Suite 500
Houston, TX 77027
IES Operations Group, Inc.
52-2110684
5433 Westheimer, Suite 500
Houston, TX 77027
Thomas Popp & Company
31-1112666
5433 Westheimer, Suite 500
Houston, TX 77027
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
Page 6 of 8
 
 

 

COPY OF RESOLUTION OF BOARD OF DIRECTORS AUTHORIZING CORPORATE INDEMNITY OR SUBORDINATION
 
The following Preamble and Resolution were adopted by the Board of Directors of IES Residential, Inc., IES Commercial, Inc., IES Commercial & Industrial, LLC, IES Properties, Inc., IES Tangible Properties, Inc., IES Purchasing & Materials, Inc., IES Consolidation, LLC, IES Shared Services, Inc., IES Operations, Group, Inc., ICS Holdings LLC, Integrated Electrical Finance, Inc., Key Electrical Supply, Inc., and Thomas Popp & Company, Inc. (hererinafter collectively called “Corporation”), by unanimous consent pursuant to the laws of their respective States of incorporation;
 
" WHEREAS, this Corporation is materially interested through ownership or other interest in transactions pertaining to the general conduct of its business, including but not limited to various contracts or agreements in connection with the Corporation, whether alone or in joint venture with others not named herein (and/or any other corporation, partnership or person upon written request of the corporation) has applied or will apply to any of Chartis Property Casualty Company, Chartis Insurance Company of Canada, American Home Assurance Company, Commerce and Industry Insurance Company, Granite State Insurance Company, Lexington Insurance Company, National Union Fire Insurance Company of Pittsburgh, PA., New Hampshire Insurance Company, The Insurance Company of the State of Pennsylvania and any and all affiliates, subsidiaries, successors and assigns thereof (hereinafter individually and collectively called Surety), for certain bonds or undertakings of whatever kind or nature; and
 
"WHEREAS, the Surety is willing to execute such bonds or undertakings as Surety upon the written Indemnity of this Corporation and/or written subordination of moneys owed to this Corporation."
 
RESOLVED, that Robert W. Lewey, Vice President, be and they are hereby authorized and empowered, at any time prior or subsequent to the execution by said Surety of any such bonds or undertakings, to execute any and all indemnity agreements and  amendments thereto or subordination agreements or agreements; and to execute any other or further agreements relating to any such bonds or undertakings or to any collateral that may have been deposited with the Surety in connection therewith; and to take any and all other actions that may be requested or required by the Surety; and that any and all actions previously taken by the said officers of the kind and nature above described be and they are hereby ratified and accepted."
 
I, _William L. Fiedler, Secretary of IES Residential, Inc., IES Commercial, Inc., IES Commercial & Industrial, LLC, IES Properties, Inc., IES Tangible Properties, Inc., IES Purchasing & Materials, Inc., IES Consolidation, LLC, IES Shared Services, Inc., IES Operations, Group, Inc., ICS Holdings LLC, Integrated Electrical Finance, Inc., Key Electrical Supply, Inc., and Thomas Popp & Company, Inc. (hererinafter collectively called “Corporation”) have compared the foregoing preamble and resolution with the original thereof, as recorded in the Minute Book of said Corporation, and do certify that the same are correct and true transcripts therefrom, and of the whole of said original preambles and resolutions, which may have been amended, and are still in full force and effect.
 
Given under my hand and the seal of the Corporation, in the City of Houston, State of Texas, this 16th day of August, 2010.
 
 
    /s/ William L. Fiedler
 
 
William L. Fiedler, Secretary
IES Residential, Inc.
IES Commercial, Inc.
IES Commercial & Industrial, LLC
IES Properties, Inc.
IES Tangible Properties, Inc.
IES Purchasing & Materials, Inc.
IES Consolidation, LLC
IES Shared Services, Inc.
IES Operations Group, Inc.
ICS Holdings LLC
Integrated Electrical Finance, Inc.
Key Electrical Supply, Inc.
Thomas Popp & Company, Inc.
                                                                          
 
 
 

Page 7 of 8
 
 

 

COPY OF RESOLUTION OF BOARD OF DIRECTORS AUTHORIZING CORPORATE INDEMNITY OR SUBORDINATION
 
At a regular meeting of the Board of Directors of Integrated Electrical Services, Inc. (hererinafter called “Corporation”), duly called and held on the 9th day of August, 2012, a quorum being present, the following Preamble and Resolution were adopted:
 
" WHEREAS, this Corporation is materially interested through ownership or other interest in transactions pertaining to the general conduct of its business, including but not limited to various contracts or agreements in connection with which Integrated Electrical Services, Inc. and the companies listed on Exhibit A attached hereto or any present or future affiliate, subsidiary or any affiliate or subsidiary of either an affiliate or subsidiary, of Integrated Electrical Services, Inc. and the companies listed on Exhibit A attached hereto, whether alone or in joint venture with others not named herein (and/or any other corporation, partnership or person upon written request of the corporation) has applied or will apply to any of Chartis Property Casualty Company, Chartis Insurance Company of Canada, American Home Assurance Company, Commerce and Industry Insurance Company, Granite State Insurance Company, Lexington Insurance Company, National Union Fire Insurance Company of Pittsburgh, PA., New Hampshire Insurance Company, The Insurance Company of the State of Pennsylvania and any and all affiliates, subsidiaries, successors and assigns thereof (hereinafter individually and collectively called Surety), for certain bonds or undertakings of whatever kind or nature; and
 
"WHEREAS, the Surety is willing to execute such bonds or undertakings as Surety upon the written Indemnity of this Corporation and/or written subordination of moneys owed to this Corporation."
 
Resolved, that Robert W. Lewey, Senior Vice President, be and they are hereby authorized and empowered, at any time prior or subsequent to the execution by said Surety of any such bonds or undertakings, to execute any and all indemnity agreements and  amendments thereto or subordination agreements or agreements; and to execute any other or further agreements relating to any such bonds or undertakings or to any collateral that may have been deposited with the Surety in connection therewith; and to take any and all other actions that may be requested or required by the Surety; and that any and all actions previously taken by the said officers of the kind and nature above described be and they are hereby ratified and accepted."
 
I, William L. Fiedler, Secretary of Integrated Electrical Services, Inc. have compared the foregoing preamble and resolution with the original thereof, as recorded in the Minute Book of said Corporation, and do certify that the same are correct and true transcripts therefrom, and of the whole of said original preambles and resolutions, which may have been amended, and are still in full force and effect.
 
Given under my hand and the seal of the Corporation, in the City of Houston, State of Texas, this 16th day of August, 2012.
 
 
    /s/ William L. Fiedler
 
 
William L. Fiedler, Secretary
Integrated Electrical Services, Inc.
                                                                          
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Page 8 of 8