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QUANTA SERVICES, INC. 8-K Report, Material Agreement (May 2, 2006)

Filed May 2, 2006For Securities:PWR

Summary

Quanta Services, Inc. (PWR) announced on April 26, 2006, its entry into a Purchase Agreement for the offer and sale of $143.75 million in aggregate principal amount of 3.75% Convertible Subordinated Notes due 2026. These notes were offered and sold to initial purchasers, with the company expecting to receive net proceeds of approximately $139.7 million after discounts and expenses. These proceeds are earmarked for repurchasing its outstanding 4.0% convertible subordinated notes via a tender offer, with any remaining funds allocated for general corporate purposes. The offering and sale of the new notes, as well as the underlying common stock, were conducted under Section 4(2) of the Securities Act and Rule 144A, indicating they were sold to qualified institutional buyers and not a public offering. The new notes are convertible into Quanta's common stock at a rate of 44.6229 shares per $1,000 principal amount, implying a conversion price of approximately $22.41 per share, with specific conditions for conversion outlined.

Key Highlights

  • 1Quanta Services, Inc. issued $143.75 million in 3.75% Convertible Subordinated Notes due 2026.
  • 2The company expects to receive net proceeds of approximately $139.7 million from the note issuance.
  • 3Proceeds will be used to repurchase Quanta's outstanding 4.0% convertible subordinated notes via a tender offer.
  • 4Any remaining proceeds after the repurchase will be used for general corporate purposes.
  • 5The sale of the notes was conducted through a private placement under Section 4(2) and Rule 144A, targeting qualified institutional buyers.
  • 6The new notes are convertible into Quanta's common stock at a conversion price of approximately $22.41 per share.
  • 7Specific conditions for note conversion are detailed, including stock price thresholds, redemption, and corporate events.

Frequently Asked Questions

The primary purpose is to raise funds to repurchase Quanta's outstanding 4.0% convertible subordinated notes through a tender offer. Any remaining proceeds will be used for general corporate purposes.

Quanta expects to receive approximately $139.7 million in net proceeds after deducting initial purchasers' discounts and estimated offering expenses.

The notes were sold to initial purchasers who then offered them to 'qualified institutional buyers' in transactions exempt from registration under Rule 144A of the Securities Act.

The notes can be converted if the stock price exceeds 130% of the conversion price for 20 trading days in a 30-day period, if the company calls the notes for redemption, upon specified distributions or corporate transactions, or from March 1, 2026, until maturity.