Published on July 23, 2007
[Letterhead of Akin Gump Strauss Hauer & Feld LLP]
July 23, 2007
VIA EDGAR
Securities
and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-0407 |
Attn.:
|
Pamela A. Long | |
Assistant Director | ||
Division of Corporation Finance | ||
Re: Quanta Services, Inc. |
Re: | Responses to Comments on Amendment No. 2 to the Registration Statement on Form S-4 filed by Quanta Services, Inc. on July 9, 2007 (File No. 333-142279) |
Dear Ms. Long:
Quanta Services, Inc. (Quanta) today filed Amendment No. 3 to its Registration
Statement on Form S-4 (File No. 333-142279) (as amended, the Registration Statement). This
letter, which is being submitted on behalf of Quanta and InfraSource Services, Inc.
(InfraSource), responds to your letter, dated July 19, 2007, relating to the comments of the
staff (the Staff) of the Securities and Exchange Commission (the Commission) in connection with
the above-referenced filing.
The responses to the Staffs comments are numbered to relate to the corresponding comments in
your letter of July 19, 2007. For your convenience, we have also included the text of each of the
comments in bold. In general, the information contained in this letter with respect to Quanta has
been furnished by Quanta and the information contained in this letter with respect to InfraSource
has been furnished by InfraSource. All page references contained in the responses in this letter
are to the pages of the Registration Statement in the form filed today with the Commission.
General
1. | We note your response to comment 1 of our letter dated June 22, 2007, including the statement that the forecasts prepared by each party were not relied upon by either party as a key determinative factor in approving the Merger and that neither boards recommendation was contingent on such forecasts . . . Please confirm your view that the financial projections provided by each party to the other party were not material to either recipients decision to approve the proposed merger and that such information would not affect the total mix of information made available to investors of the respective companies. |
Response:
As previously described in the comment response letter dated July 9, 2007 and hereby
confirmed by each of Quanta and InfraSource with respect to their own
decision-making process, neither Quanta nor InfraSource believe that
the financial projections provided by each party to the other party were material to
either recipients decision to approve the proposed merger nor would the exclusion of
this information from the Registration Statement affect the total mix of information
made available to the investors of either company.
Material U.S. Federal Income Tax Consequences of the Merger, page 62
2. | Delete reference to the disclosure under this heading being a general discussion. |
Response:
In response to the Staffs comment, the disclosure on page 62 has been revised to
remove the reference to it being a general discussion.
3. | We note that you have obtained two short-form tax opinions, which are included as Exhibits 8.1 and 8.2 to the registration statement. We have the following comments: |
| The disclosure in this section must be the opinion of counsel with respect to all material tax consequences and not merely a summary of the opinion of such tax consequences. Please revise accordingly and clearly identify those portions of the discussion that constitute the opinion of counsel. |
Response:
In
response to the Staffs comment, the disclosure on page 63 has
been revised to clarify the sections that constitute opinion of
counsel.
| Counsel rendering its opinion with respect to each material tax consequence must be specifically identified. Please revise accordingly. |
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Response:
In response to the Staffs comment, the disclosure on page 63 has been revised to
identify Ballard Spahr Andrews & Ingersoll, LLP and Akin Gump Strauss Hauer & Feld LLP
as the counsel rendering these opinions.
| The short form tax opinions filed as exhibits to the registration statement must speak as of the date of effectiveness of the registration statement, rather than the date they are filed with the Commission. Please revise accordingly. |
Response:
In response to the Staffs comment, Akin Gump Strauss Hauer & Feld LLPs opinion filed
as Exhibit 8.1 and Ballard Spahr Andrews & Ingersoll, LLPs opinion filed as Exhibit 8.2
have been revised.
Please also revise the applicable disclosure in the Q&A and Summary sections
accordingly.
Response:
In response to the Staffs comment, the disclosure on pages 3 and 14 has been revised to
be consistent with the revised disclosure under the caption Material U.S. Federal
Income Tax Consequences of the Merger.
4. | You must clearly disclose the tax consequences of the transaction to investors. If doubt exists because of a lack of authority addressing the tax consequences, please explain why counsel cannot give a will opinion, describe the degree of uncertainty in the opinion and provide risk factor disclosure setting forth the risk to investors. Alternatively, please delete words such as we believe, we expect, we anticipate or the following discussion assumes that transaction will be treated as a reorganization or words that describe tax consequences generally. |
Response:
In response to the Staffs comment, the disclosure on pages 3, 14 and 63 has been
revised.
Signatures
5. | Please provide the conforming signature of your Chief Accounting Officer. |
Response:
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In response to the Staffs comment, the conforming signature of Derrick A. Jensen,
Quantas Chief Accounting Officer has been provided.
Exhibits
Opinion of Akin Gump Strauss Hauer & Feld LLP as to the legality of the securities
Opinion of Akin Gump Strauss Hauer & Feld LLP as to the legality of the securities
6. | Please file a revised opinion of counsel that does not contain an assumption that the terms under which the shares will be issued were established in conformity with your certificate of incorporation, as it makes a legal conclusion underlying the opinion. In addition, such opinion must speak as of the date of effectiveness of the registration statement, rather than as of the date the opinion is provided to you or filed with the Commission. Please revise accordingly. |
Response:
In response to the Staffs comment, a revised opinion of Akin Gump Strauss Hauer & Feld
LLP is filed as Exhibit 5.1.
7. | Please explain the qualification set forth in paragraph B. that you are registered limited liability partnership under the laws of the State of Texas. |
Response:
In response to the Staffs comment, paragraph B. has been deleted in the revised
opinion of Akin Gump Strauss Hauer & Feld LLP filed as Exhibit 5.1.
Exhibits 8.1 and 8.2
8. | The opinions set forth in Exhibits 8.1 and 8.2 must indicate that the discussion in the prospectus is the opinion of counsel, and not merely a fair summary or materially accurate. Please revise accordingly. |
Response:
In response to the Staffs comment, Akin Gump Strauss Hauer & Feld LLPs opinion filed
as Exhibit 8.1 and Ballard Spahr Andrews & Ingersoll, LLPs opinion filed as Exhibit 8.2
have been revised.
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Please contact me at (713) 220-5896, via fax at (713) 236-0822 or via e-mail at
clafollette@akingump.com, or John Goodgame of the same firm at (713) 220-8144 if you have any
comments or questions about this letter of if we can provide additional information.
Very truly yours, | ||
/s/ Christine B. LaFollette | ||
Christine B. LaFollette, Esq. |
cc:
|
Tana L. Pool, Esq. | |
Quanta Services, Inc. | ||
1360 Post Oak Boulevard, Suite 2100 | ||
Houston, Texas 77056 | ||
Deborah C. Lofton, Esq. | ||
InfraSource Services, Inc. | ||
100 West Sixth Street, Suite 300 | ||
Media, Pennsylvania 19063 | ||
Mark Zvonkovic, Esq. | ||
John Goodgame, Esq. | ||
Akin Gump Strauss Hauer & Feld LLP | ||
1111 Louisiana St., 44th Floor | ||
Houston, Texas 77002 | ||
Mary J. Mullany, Esq. | ||
Ballard Spahr Andrews & Ingersoll, LLP | ||
51st Floor, 1735 Market Street | ||
Philadelphia, Pennsylvania 19103 | ||
Matt Franker | ||
Mindy Hooker | ||
Jennifer Thompson | ||
Andy Schoeffler | ||
Securities and Exchange Commission | ||
Division of Corporation Finance | ||
100 F Street, N.E. | ||
Washington, DC 20549-0407 |
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