EX-99.1
Published on September 8, 2009
Exhibit 99.1
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FOR IMMEDIATE RELEASE
09-12
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Quanta Contacts:
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Press Contacts: | Investor Contacts: | ||
James Haddox, CFO
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Jim Barron | Ken Dennard: 713-529-6600 | ||
Reba Reid
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Brooke Gordon | Kip Rupp: 404-872-6764 | ||
713-629-7600
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Sard Verbinnen & Co | DRG&E | ||
212-687-8080 |
QUANTA SERVICES TO ACQUIRE PRICE GREGORY
Positions Quanta To Expand Participation In Natural Gas Transmission Pipeline Opportunities
Expected To Result In Substantial Accretion to Quantas EPS
HOUSTON Sept. 3, 2009 Quanta Services, Inc. (NYSE: PWR) today announced that it has signed a
definitive agreement to acquire privately held Price Gregory Services, Incorporated, a leading
natural gas and oil transmission pipeline infrastructure service provider in North America, in a
cash and stock transaction valued at approximately $350 million. Under the terms of the agreement,
Quanta will issue approximately 11.1 million shares of Quanta common stock, valued at $250 million,
and will pay approximately $100 million in cash, subject to adjustment, to the stockholders of
Price Gregory.
Price Gregory is the leading energy infrastructure services provider of its kind, specializing in
the construction of large diameter transmission pipelines. Building on Quantas leadership role in
the electric power transmission industry, the acquisition of Price Gregory strongly positions
Quanta as a leader in the North American energy transmission infrastructure market and will enable
the company to take advantage of the positive long-term outlook for the natural gas industry.
The acquisition of Price Gregory is a strategic move that will significantly expand the scale and
scope of Quantas existing natural gas operations. We are confident that the additional resources,
expertise and client relationships that Price Gregory brings will support our efforts to capture
attractive opportunities in the natural gas pipeline infrastructure market, which is projected to
grow significantly in the next decade and beyond, said John R. Colson, chairman and chief
executive officer of Quanta. Financially, this transaction is also very compelling. We expect it
to result in substantial EPS accretion, increased revenues and strengthened margins, and to
generate significant free cash flow to continue to fund our growth strategy.
While demand for transmission pipeline construction has recently been impacted by the recession
and low natural gas and oil prices, substantial growth is projected over the next decade as
domestic natural gas plays a larger role in meeting this countrys energy independence and clean
energy goals. Significant recoverable gas reserves have been discovered in tight shale reservoirs
throughout the country and new pipeline infrastructure is required to transport natural gas from
these new sources to end markets. Currently, more than 50 major pipeline projects are approved or
under construction in the U.S., with more on the horizon, he added.
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Natural gas is now the most abundant, cost effective and cleanest burning fossil fuel and will be
a vital fuel for base load power necessary to offset intermittency of renewable generation. Our
acquisition of Price Gregory, the leading company in the sector, positions Quanta to significantly
expand its presence in this market at an opportune time, he concluded.
Prior to the global economic downturn, Price Gregory achieved revenues of more than
$1.41 billion and earnings before interest, taxes, depreciation and amortization (EBITDA, a
non-GAAP measure) of $258 million for the year ended Dec. 31, 2008. Price Gregory is expected to
achieve revenues between $1.1 billion and $1.2 billion and EBITDA between $170 million and $190
million for the year ended Dec. 31, 2009 and revenues between $700 million and
$900 million in 2010. The transaction is expected to be accretive to Quantas earnings per share
before amortization expenses by $0.13 to $0.21 in 2010. Beyond 2010, Price Gregorys revenues and
operating income are expected to grow as a result of increasing demand for natural gas
infrastructure.
John E. Jackson, president and CEO of Price Gregory, said, With a strong track record for safety,
customer service, quality performance, timely completion and overall commitment to excellence,
Quanta is the ideal partner for Price Gregory as we look to build on our long history of success
and to meet the growing needs of our customers in the years ahead. We are excited about becoming
part of Quanta.
Price Gregory was formed on Jan. 31, 2008 through the combination of H.C. Price Company and Gregory
& Cook Construction, Inc. With roots dating back to the 1920s, the companies have played a
significant role in the build out of the transmission pipeline infrastructure across the U.S.
The 2008 historical financial information presented for Price Gregory represents results for the
eleven months ended Dec. 31, 2008 of Price Gregory combined with the results for the one month
ended Jan. 31, 2008 of both H.C. Price Company and Gregory & Cook Construction, Inc.
The transaction, which is subject to customary closing conditions and regulatory approvals, is
expected to close in the fourth quarter of 2009.
J.P. Morgan Securities, Inc. is acting as exclusive financial advisor to Quanta Services on this
transaction.
Conference Call and Webcast Information
Quanta has scheduled a conference call for today, Sept. 3, at 9:00 a.m. ET. To participate in the
call, dial (800) 499-7921 at least 10 minutes before the conference call begins and ask for the
Quanta Services conference call or provide confirmation code 8161474. Investors, analysts and the
general public also will have the opportunity to listen to the conference call and view the
presentation over the Internet by visiting Quantas website at www.quantaservices.com in the
Investor Center section and a replay will be available for 30 days following the conference call.
To listen to the call live on the web, please visit the Quanta Services website at least
15 minutes early to register, download and install any necessary audio software. The materials
presented during the webcast will be posted on the Quanta website.
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About Quanta Services
Quanta Services is a leading specialized contracting services company, delivering infrastructure
network solutions for the electric power, natural gas, telecommunications and cable television
industries. The companys comprehensive services include designing, installing, repairing and
maintaining network infrastructure nationwide. Additionally, Quanta licenses point-to-point fiber
optic telecommunications infrastructure in select markets and offers related design, procurement,
construction and maintenance services. With operations throughout North America, Quanta has the
manpower, resources and expertise to complete projects that are local, regional, national or
international in scope.
About Price Gregory Services, Incorporated
Price Gregory is a market-leading privately-held transmission pipeline contractor based in Houston.
The company has long been regarded as one of the most technologically advanced transmission
pipeline contractors in the world and has consistently participated in the most challenging and
important pipeline projects domestically and internationally since its founding in the 1920s. The
company has operations in the United States (lower 48 states), Canada and Alaska.
Non-GAAP Measures
EBITDA and EPS before amortization expense are non-GAAP measures. For 2008, EBITDA for Price
Gregory is calculated as net income from continuing operations of $137 million adding back net
interest expense of approximately $5 million, income taxes of $87 million, depreciation expense of
$18 million and amortization expense of $11 million. Quanta is unable to provide a reconciliation
of non-GAAP measures to GAAP measures for the 2009 and 2010 projected EBITDA amounts as
depreciation and amortization expenses for 2009 and 2010 cannot be determined until the final
valuation of tangible and intangible assets is completed. Projected EBITDA for these periods was
determined by deducting anticipated direct costs (excluding depreciation) and selling, general and
administrative expenses from anticipated revenues. The non-GAAP measures are provided in this
release because no comparable GAAP measures are available due to the inability to determine
depreciation and amortization expenses as described above.
Forward-Looking Statements
Statements about Quantas and Price Gregorys outlook and all other statements in this release (and
statements made regarding the subjects of this release, including on the conference call announced
herein) other than historical facts are forward-looking statements intended to qualify for the
safe harbor from liability established by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements rely on a number of assumptions concerning future events and are
subject to a number of uncertainties and factors, many of which are outside Quantas and Price
Gregorys control, which could cause actual results to differ materially from such statements.
Forward-looking information includes, but is not limited to, statements regarding the new combined
company, including Price Gregorys expected revenues, operating results and cash flow, Quantas and
Price Gregorys expected combined financial and operating results, accretion to Quantas earnings
per share arising from the transaction, and the timing of the consummation of the transactions
contemplated by the merger agreement. There are a number of risks and uncertainties that could
cause results to differ materially from those indicated by such forward-looking statements,
including the failure of the acquisition to be accretive to Quantas earnings; the failure to
effectively integrate the combined operations and realize potential synergies such as cross-selling
opportunities; the failure of the natural gas industry to grow in the future and the timing of any
such growth; the impact on the pipeline construction industry from various factors, such as the
price of natural gas and oil, the demand for power generation from natural gas, the discovery and
development of natural gas and oil resources and legislative developments affecting the energy
industry overall; the effect on the businesses of Quanta and Price Gregory from the decline in
economic and financial conditions; the inability to obtain approvals from, and the results of the
review of the proposed transaction by, various regulatory agencies; unexpected costs or unexpected
liabilities that may arise from the transaction, whether or not consummated; the effects of
purchase accounting, including the determination of amortizable intangibles, on the combined
companies future operating results; the potential adverse impact to the businesses of the
companies as a result of uncertainty surrounding the transaction, including the inability to retain
key personnel; the potential adverse effect of any conditions imposed on Quanta or Price Gregory in
connection with consummation of the merger; the possibility that dissenting stockholders will delay
or increase the costs associated with the merger; the failure to satisfy various conditions to the
closing of the merger contemplated by the merger agreement; the termination of the merger agreement
in accordance with its terms; future regulatory or legislative actions that could adversely affect
the companies; the ability to effectively compete for new projects and market share; estimates and
assumptions in determining financial results; the successful negotiation, execution and performance
and completion of existing transmission projects; delays, reductions in scope or cancellations of
existing transmission projects; cancellation provisions within contracts and the risk that
contracts are not renewed or are replaced on less favorable terms; and the potential adverse effect
of other economic, business, and/or competitive factors on the combined companies or their
respective businesses. These forward-looking statements are also affected by the risk factors,
forward-looking statements and challenges and uncertainties described in Quantas Annual Report on
Form 10-K for the fiscal year ended December 31, 2008, its Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2009 and June 30, 2009 and its other filings with the Securities and
Exchange Commission, which are available free of charge on the
SECs website at www.sec.gov and
through Quantas website at www.quantaservices.com. Quanta expressly disclaims any
intention or obligation to revise or update any forward-looking statements whether as a result of
new information, future events, or otherwise.
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