8-KSecurities & ListingCorporate ChangesExhibits & Filings

QUANTA SERVICES, INC. 8-K Report, Unregistered Securities Sale (Jan 17, 2014)

Filed January 17, 2014For Securities:PWR

Summary

Quanta Services, Inc. (PWR) filed an 8-K on January 17, 2014, reporting on an amendment to its Certificate of Incorporation. This amendment, effective January 14, 2014, involved the creation and issuance of one share of Series G Preferred Stock. This action was taken in connection with an acquisition by a Canadian subsidiary and was structured as an unregistered sale of equity securities under Section 4(a)(2) of the Securities Act of 1933. The Series G Preferred Stock is designed to grant the holder voting rights in Quanta common stock equivalent to the number of exchangeable shares outstanding from its Canadian subsidiary. As of the reporting date, there were 899,858 exchangeable shares outstanding. The preferred stock will be automatically redeemed for $1.00 if no exchangeable shares or convertible securities remain outstanding. Notably, no dividends are payable on this Series G Preferred Stock.

Key Highlights

  • 1Quanta Services, Inc. created and issued one share of Series G Preferred Stock.
  • 2The issuance was related to an acquisition by a Canadian subsidiary.
  • 3The transaction was considered an unregistered sale of equity securities.
  • 4The Series G Preferred Stock grants voting rights equivalent to the number of outstanding exchangeable shares.
  • 5As of January 14, 2014, 899,858 exchangeable shares were outstanding.
  • 6The Series G Preferred Stock will be automatically redeemed for $1.00 under specific conditions (no exchangeable shares outstanding).
  • 7No dividends are payable on the Series G Preferred Stock.

Frequently Asked Questions

The Series G Preferred Stock was created and issued as partial consideration for an acquisition by a Canadian subsidiary of Quanta Services, Inc. It is designed to provide the holder with voting rights in Quanta common stock equivalent to the number of exchangeable shares outstanding from the Canadian subsidiary.

Only one share of Series G Preferred Stock was issued. It was issued on January 14, 2014, in an exempt transaction pursuant to Section 4(a)(2) of the Securities Act of 1933, meaning it was an unregistered sale of equity securities.

The Series G Preferred Stock grants the holder voting rights in Quanta common stock that are equivalent to the number of exchangeable shares outstanding. No dividends are payable with respect to this preferred stock.

If no exchangeable shares or securities convertible, exchangeable, or exercisable for exchangeable shares are outstanding at any time, the Series G Preferred Stock will be automatically redeemed by Quanta Services, Inc. for $1.00.