OFFER LETTER - UTILICORP UNITED INC. & JEDI II
Published on April 26, 2000
EXHIBIT (i)
[UTILICORP UNITED LETTERHEAD]
April 14, 2000
VIA FACSIMILE: (713) 646-3393
Joint Energy Development Investments II Limited Partnership
1400 Smith St.
Houston, Texas 77002
Ladies and Gentlemen:
UtiliCorp United Inc. ("UtiliCorp") hereby offers to purchase your
$37,012,500 principal amount of Convertible Subordinated Notes due 2010
("Notes") of Quanta Services, Inc. ("Quanta") that are convertible into
4,037,727 shares of common stock of Quanta. This letter describes the terms of
the offer.
1. Price. UtiliCorp offers to purchase your Notes at a price equal to the
product of 4,037,727 times $38.2375 (i.e, 95% of the last sale price per share
of Quanta's common stock on the New York Stock Exchange on April 13, 2000), plus
an amount equal to the interest accrued on such Notes through the date
immediately prior to closing (the "Offered Price").
2. Number of Notes. Our offer is not contingent upon receiving a minimum
or maximum number of Notes.
3. Offer Period. UtiliCorp would like to acquire ownership of your Notes
under this letter agreement as soon as possible, and in any event within 5
business days after the date of this letter. However, if you wish to extend
this period, please kindly so request in writing so that we can consider your
request.
4. Representations and Warranties. By signing this letter, you and we
hereby make the following representations and warranties as to itself:
a. You and we have reasonable access to, and have been given
sufficient opportunity to review, all material information about Quanta's
business, financial condition, operations and value that you or we believe to
be relevant to your decision to sell your Notes (including a release of
Quanta's quarterly financial results for the fiscal quarter ending March 31,
2000). You and we are sophisticated and experienced in evaluating the merits
and risks involving an investment in Quanta securities, the particulars of our
offer, and the decision to sell your Quanta Notes. You and we have been able to
obtain all information required in making an informed decision regarding the
offer. You and we understand and acknowledge that the earnings of Quanta for
the first quarter of 2000 have not been disseminated to the public and that
Quanta is expected to make a formal earnings release for this period soon after
the date hereof.
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b. You are making your decision to sell your Quanta Notes
independently and have not been subjected (at any time) to any pressure or
influence from UtiliCorp to sell your Quanta Notes.
c. At the time of completion of the sale and purchase of your
Notes in accordance with this offer, your Notes shall be your absolute property
free of any security, lien, encumbrance or adverse interest whatsoever and
together with all benefits or entitlements applicable to such Notes.
5. ACCEPTANCE AND PAYMENT. IF THE OFFER IS ACCEPTABLE TO YOU, PLEASE
FOLLOW THE STEPS BELOW:
a. SIGN YOUR NAME IN THE SPACE APPLICABLE TO YOU AT THE END OF
THIS LETTER;
b. COMPLETE THE ATTACHED NOTE POWER; AND
c. SEND A COPY OF YOUR SIGNED LETTER AND THE ORIGINAL COPIES OF
YOUR NOTE AND NOTE POWER (VIA OVERNIGHT DELIVERY) TO UTILICORP
IN CARE OF:
MR. YABO LIN
BLACKWELL SANDERS PEPER MARTIN LLP
2300 MAIN STREET, SUITE 1100
KANSAS CITY, MISSOURI 64108
TEL: (816) 983-8000
FAX: (816) 983-8080
YOUR ACCEPTANCE WILL NOT BE CONSIDERED COMPLETE UNTIL YOU SEND TO
MR. LIN ALL THE REQUIRED ACCEPTANCE DOCUMENTS, INCLUDING THE SIGNED LETTER, NOTE
AND NOTE POWER, WHICH FOR PURPOSES OF THIS LETTER, WILL BECOME A BINDING
OBLIGATION TO SELL AND TO PURCHASE, UPON THE RECEIPT OF SUCH DOCUMENTS BY
FACSIMILE.
Within 5 business days after receipt of your acceptance documents,
we will wire to an account designated in writing by you payment in full of the
aggregate Offered Price due to you.
6. Governing Law. This letter in all respects will be interpreted,
construed and governed by and in accordance with the laws of the State of New
York.
7. Indemnification. You and we each acknowledge that (i) it
understands the meaning and legal consequences of the representations,
warranties and agreements contained herein; (ii) the other party is relying on
the accuracy of such representations, warranties and agreements; and (iii) the
other party would not have entered into this transaction if any representation,
warranty or agreement were known to be materially false. Accordingly, each party
agrees to indemnify and hold harmless the other from and against any and all
loss, damage, liability, cost or expense due to or arising out of a breach of
any of its representations, warranties or agreements contained herein. This
indemnity will survive the purchase and sale of your Quanta Notes intended
herein.
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8. Binding Effect. This letter will be binding upon and inure to the
benefit of the parties and their heirs, successors, legal representatives and
assigns.
9. Entire Agreement. This letter constitutes the entire agreement between
the parties pertaining to the purchase of your Quanta Notes and supersedes any
prior understanding.
* * * *
Very truly yours,
/s/ KEVIN ANDERSON
Kevin Anderson
Vice President, Communications Services
UtiliCorp United Inc.
AGREED TO AND ACCEPTED:
Joint Energy Development Investments II Limited Partnership
By: Enron Capital Management II Limited Partnership, its general partner
By: Enron Capital II Corp., its general partner
By: /s/ RAYMOND M. BOWEN, JR.
-----------------------------------
(signature)
Printed Name: Raymond M. Bowen, Jr.
-------------------------
Title: Managing Director
--------------------------------
Date: 4/14/00
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