What is the primary purpose of this 8-K filing?

This 8-K filing announces that Quanta Services, Inc. has entered into a definitive Agreement and Plan of Merger to acquire Price Gregory Services, Incorporated. It details the terms of the merger agreement, including the consideration to be paid, the structure of the transaction, and the conditions for closing.

How is Quanta Services financing this acquisition?

The acquisition is being financed through a combination of Quanta's common stock, valued at approximately $250 million, and $100 million in cash. The cash component is subject to adjustments based on Price Gregory's existing indebtedness, transaction costs, and severance costs.

What are the key conditions that must be met for the merger to be completed?

Key conditions for closing include obtaining applicable regulatory approvals, such as clearance under the Hart-Scott-Rodino Antitrust Improvements Act, the approval for listing Quanta's common stock to be issued in the merger on the New York Stock Exchange, the absence of any legal impediments, and other customary closing conditions.

Are there any termination clauses or fees associated with this agreement?

The Merger Agreement contains termination rights for both parties if the merger is not completed by November 1, 2009, among other reasons. Importantly, neither party is required to pay a termination fee. However, if a party terminates due to a breach by the other party, the terminating party may seek reimbursement for losses.

PWR 8-K: Material Agreements & Regulation FD

Summary

Quanta Services, Inc. (PWR) announced on September 7, 2009, that it has entered into a definitive Agreement and Plan of Merger with Price Gregory Services, Incorporated. This strategic move involves Quanta acquiring Price Gregory through a merger where Price Gregory will be merged with Quanta Sub, LLC, a wholly owned subsidiary of Quanta. The transaction, unanimously approved by the boards of both companies, is valued at approximately $350 million. This acquisition is expected to expand Quanta's service offerings and market reach within the energy infrastructure sector. The consideration for the acquisition includes approximately 11.1 million shares of Quanta's common stock, valued at $250 million based on a stock price of $22.524 per share, and $100 million in cash, subject to adjustments for Price Gregory's indebtedness, transaction costs, and severance costs. Price Gregory's stockholders are also set to receive a $40 million cash dividend prior to closing. The merger is contingent upon regulatory approvals, including Hart-Scott-Rodino clearance, listing of Quanta's common stock on the NYSE, and other customary closing conditions, with a target completion date by November 1, 2009.

Key Highlights

1Quanta Services (PWR) to acquire Price Gregory Services, Inc. for approximately $350 million.
2Acquisition structured as a merger with Quanta Sub, LLC, a wholly owned subsidiary of Quanta.
3Transaction consideration includes approximately $250 million in Quanta common stock and $100 million in cash, with potential adjustments.
4Price Gregory stockholders to receive a $40 million cash dividend prior to closing.
5Merger is subject to customary closing conditions, including regulatory approvals (HSR Act) and NYSE listing of new shares.
6Deal is expected to close by November 1, 2009, with no termination fees applicable under specific circumstances.
7The acquisition aims to enhance Quanta's position in the energy infrastructure services market.

QUANTA SERVICES, INC. 8-K Report, Material Agreement (Sep 8, 2009)

Summary

Key Highlights

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