UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of Principal Executive Offices) | (Zip Code) |
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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
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
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On June 3, 2022, PotlatchDeltic Manufacturing, LLC (the “Company”), a wholly owned subsidiary of PotlatchDeltic Corporation (“PotlatchDeltic”), entered into an engineering, procurement and construction contract (the “EPC Contract”) with BID Group Construction US Inc. (the “Contractor”) to modernize the Company’s sawmill located in Waldo, Arkansas (the “Project”). The Contractor will design, manufacture, supply, construct and install the Project, which includes, among other things, the replacement of the existing saw line and addition of a rotary log crane, planer upgrade, log merchandising and optimizing system and continuous dry kiln.
The EPC Contract provides for construction of the Project for the price of $131 million, to be paid in a series of progress payments. The price is subject to any final commodity, component and steel pricing adjustments. The EPC Contract contains termination, representations, warranties, insurance requirements and indemnification provisions which are typical for an agreement of this type.
The foregoing description of the EPC Contract does not purport to be complete and is subject to and qualified in its entirety by reference to the EPC Contract, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 6, 2022, PotlatchDeltic issued a press release announcing its investment to modernize and expand its Waldo, Arkansas sawmill. A copy of the press release is filed hereto as Exhibit 99.1. The information in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor, unless otherwise specified, will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d)
| Exhibit Number |
Description | |
| 10.1 | Engineering, Procurement and Construction Agreement, dated as of June 3, 2022, between PotlatchDeltic Manufacturing, LLC and BID Group Construction US Inc. | |
| 99.1 | Press Release issued by PotlatchDeltic Corporation., dated June 6, 2022 | |
| 104 | Cover Page interactive data file (Embedded within the Inline XBRL document) | |
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 thereunto duly authorized.
| PotlatchDeltic Corporation | ||||||
| Date: June 6, 2022 | By: | /s/ Michele L. Tyler | ||||
| Michele L. Tyler Vice President, General Counsel and Corporate Secretary | ||||||