QUANTA SERVICES, INC. (NYSE:PWR) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02
See Item 3.02 of this Current Report on Form 8-K, which is incorporated herein by reference.
Additionally, on June 5, 2017, Quanta Services, Inc. (“Quanta”) completed the acquisition of substantially all of the assets of a telecommunications company located in the United States, in which a portion of the consideration consisted of the unregistered issuance of shares of Quanta’s common stock. The aggregate consideration paid for that acquisition consisted of approximately $4.8 million in cash and 288,666 shares of Quanta common stock valued at approximately $9.0 million as of the date of the acquisition. The Quanta common stock was issued to a private placement in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to Section 4(a)(2) thereof.
On July20, 2017, Quanta and certain subsidiaries of Quanta (the “Purchasers”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with each of the general and limited partners of Stronghold, Ltd. and Stronghold Specialty, Ltd. (collectively, “Stronghold”), to which the Purchasers agreed to acquire all of the issued and outstanding general and limited partner interests in Stronghold. Stronghold is a leading specialized services company that provides high pressure and critical path solutions to the downstream and midstream energy markets.
The acquisition of Stronghold closed simultaneously with the execution of the Purchase Agreement (the “Closing”). The transaction consideration consists of upfront payments of approximately $450million, comprised of $360million of cash and 2,693,680 shares of Quanta common stock valued at approximately $90million, with a cash and stock earnout (the “Contingent Consideration”) that could provide maximum additional consideration of $100million if cumulative three-year EBITDA targets are achieved. Any Contingent Consideration will be paid by the Purchasers as follows: (i) 70% in cash and (ii) 30% in Quanta common stock, subject to Quanta’s election, in its sole discretion, to pay up to the full amount of Contingent Consideration in cash. The Purchase Agreement contains customary representations and warranties and covenants, including indemnification obligations.
to the Purchase Agreement, included as a portion of the stock consideration paid at the Closing, Quanta issued 65,166 shares of Quanta common stock to certain employees of Stronghold in order to satisfy certain of Stronghold’s existing employee benefit obligations.
The Quanta common stock issued at the Closing to the Purchase Agreement was issued to a private placement in reliance upon an exemption from the registration requirements of the Securities Act to Section4(a)(2) thereof. Any Quanta common stock to be issued as Contingent Consideration to the Purchase Agreement will also be issued in reliance upon an exemption from the registration requirements of the Securities Act to Section4(a)(2) thereof.
About QUANTA SERVICES, INC. (NYSE:PWR)
Quanta Services, Inc. is a provider of specialty contracting services, offering infrastructure solutions primarily to the electric power and oil and gas industries in the United States, Canada and Australia and selected other international markets. The Company operates through two segments: Electric Power Infrastructure Services, which provides network solutions to customers in the electric power industry, and Oil and Gas Infrastructure Services, which provides network solutions to customers involved in the development and transportation of natural gas, oil and other pipeline products. The services it provides include the design, installation, upgrade, repair and maintenance of infrastructure within each of the industries it serves, such as electric power transmission and distribution networks, substation facilities, renewable energy facilities, pipeline transmission and distribution systems and facilities, and infrastructure services for the offshore and inland water energy markets. QUANTA SERVICES, INC. (NYSE:PWR) Recent Trading Information
QUANTA SERVICES, INC. (NYSE:PWR) closed its last trading session down -0.40 at 33.77 with 1,499,138 shares trading hands.
