PRESS RELEASE DATED MAY 3, 2006
Published on May 3, 2006
Exhibit 99.1
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PRESS
RELEASE |
06-08
FOR IMMEDIATE RELEASE
FOR IMMEDIATE RELEASE
Contacts:
|
James Haddox, CFO | Ken Dennard / ksdennard@drg-e.com | ||
Reba Reid | Lisa Elliott / lelliott@drg-e.com | |||
Quanta Services, Inc. | DRG&E | |||
713-629-7600 | 713-529-6600 |
QUANTA SERVICES COMPLETES OFFERING OF
3.75% CONVERTIBLE SUBORDINATED NOTES DUE 2026
3.75% CONVERTIBLE SUBORDINATED NOTES DUE 2026
Houston May 3, 2006 Quanta Services, Inc. (NYSE:PWR) today announced the completion of
its offering of $143.75 million aggregate principal amount of its 3.75% convertible subordinated
notes due 2026, which includes the exercise by the initial purchasers of an over-allotment option
to acquire $18.75 million aggregate principal amount of the notes. The notes were resold by the
initial purchasers to qualified institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended.
Subject to the satisfaction of certain conditions, the notes will be convertible into shares
of Quanta Services common stock or, at the option of the company, cash or a combination of cash and
shares of common stock, at an initial conversion rate of 44.6229 shares of common stock per $1,000
principal amount of notes (which is equal to an initial conversion price of approximately $22.41
per share of common stock). The conversion rate is subject to adjustment upon the occurrence of
certain events and may be increased by a make whole premium in the event a holder elects to convert
its notes in connection with a change in control.
The notes will mature on April 30, 2026. Beginning on April 30, 2010, Quanta may redeem some
or all of the notes for cash. In addition, on April 30, 2013, 2016 and 2021 and upon a change in
control of the company prior to April 30, 2013, holders may require the company to repurchase their
notes for cash. The notes will be unsecured and will be subordinated in right of payment to the
companys senior indebtedness.
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The notes will bear interest at the annual rate of 3.75%. In addition, for interest periods
commencing on and after April 30, 2010, the company may be required to pay contingent interest
under certain circumstances.
Quanta Services intends to use the net proceeds of the offering, estimated to be $139.7
million, together with existing cash, to repurchase, through a tender offer, all or a portion of
the companys $172.5 million principal amount of 4.0% convertible subordinated notes, which mature
on July 1, 2007. To the extent that any net proceeds remain after the repurchases of the 4.0%
convertible subordinated notes, the company intends to use these remaining proceeds for general
corporate purposes.
The company intends to commence a tender offer to purchase all of its outstanding 4.0%
convertible subordinated notes as soon as practicable. The terms of the tender offer will be
announced by the company at the time the tender offer is commenced.
The notes have been offered and sold to the initial purchasers in reliance on Section 4(2)
under the Securities Act. The offers and resales of the notes by the initial purchasers were made
to qualified institutional buyers in transactions exempt from the registration requirements of the
Securities Act in accordance with Rule 144A thereof. Neither the issuance of the notes nor the
shares of common stock issuable upon conversion of the notes have been registered under the
Securities Act or any state securities laws. Unless so registered, the notes and the shares of
common stock issuable upon conversion of the notes may not be offered or sold in the United States
except pursuant to an exemption from the registration requirements of the Securities Act and
applicable state securities laws. This press release does not constitute an offer to sell, or the
solicitation of or an offer to buy, the notes or any other securities.
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The tender offer for the companys 4.0% convertible subordinated notes due 2007 will be made
solely by, and subject to, the terms and conditions set forth in a Schedule TO (including an offer
to purchase, related letter of transmittal and other tender offer documents) that will be filed
with the Securities and Exchange Commission. The Schedule TO will contain important information and
should be read carefully before any decision is made with respect to the tender offer. Once the
Schedule TO and other documents are filed with the SEC, they will be available free of charge on
the SECs website at www.sec.gov, on the companys website at www.quantaservices.com or by
contacting the companys Corporate Secretary at (713) 629-7600.
Quanta Services, Inc. is a leading provider of specialized contracting services, delivering
end-to-end network solutions for electric power, gas, telecommunications and cable television
industries. The companys comprehensive services include designing, installing, repairing and
maintaining network infrastructure nationwide.
This press release contains forward-looking statements intended to qualify for the safe
harbor from liability established by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, but are not limited to, statements relating to the issuance of
the notes, the amount and use of proceeds, the tender offer for the 4.0% convertible subordinated
notes, strategies, expectations, intentions, plans, future events, performance, underlying
assumptions, and other statements that do not relate strictly to historical or current facts.
Although Quantas management believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will prove to have been
correct. These statements can be affected by inaccurate assumptions and by a variety of risks and
uncertainties, including, among others, general economic conditions, the success of the tender
offer for the 4.0% convertible subordinated notes and the amount of any such notes actually
tendered for repurchase or actually repurchased by the company, the companys reported results
meeting the companys guidance and the expectations of the market, and other risks, including
risks related to Quantas operations and financial condition, detailed in Quantas Annual Report on
Form 10-K for the year ended December 31, 2005 and any other reports of the company filed with the
Securities and Exchange Commission. Should one or more of these risks materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from those expressed or
implied in any forward-looking statements. You are cautioned not to place undue reliance on these
forward-looking statements, which are current only as of this date. Quanta does not undertake any
obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. For a discussion of these risks, uncertainties and
assumptions, investors are urged to refer to Quantas reports filed with the Securities and
Exchange Commission.
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